Exhibit 4.1


 




 


 


SENIOR
NOTES INDENTURE


 


Dated
as of May 11, 2020


 


Among


 


WOLVERINE
WORLD WIDE, INC.


 


THE
GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as
Trustee


 


6.375%
SENIOR NOTES DUE 2025


 


 


 


 






     


     


    

 


TABLE
OF CONTENTS


 







	 	 	Page
	 	 
	ARTICLE
    1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 
	Section
    1.01	Definitions	1
	Section 1.02	Other Definitions	33
	Section 1.03	Rules of Construction	34
	Section 1.04	[Reserved]	35
	Section 1.05	Acts of Holders	35
	 	 	 
	ARTICLE
    2 THE NOTES	37
	 	 
	Section 2.01	Form and Dating; Terms	37
	Section 2.02	Execution and Authentication	38
	Section 2.03	Registrar and Paying
    Agent	38
	Section 2.04	Paying Agent to Hold
    Money in Trust	39
	Section 2.05	Holder Lists	39
	Section 2.06	Transfer and Exchange	39
	Section 2.07	Replacement Notes	40
	Section 2.08	Outstanding Notes	40
	Section 2.09	Treasury Notes	41
	Section 2.10	Temporary Notes	41
	Section 2.11	Cancellation	41
	Section 2.12	Defaulted Interest	41
	Section 2.13	CUSIP and ISIN Numbers	42
	 	 	 
	ARTICLE
    3 REDEMPTION	42
	 	 
	Section 3.01	Notices to Trustee	42
	Section 3.02	Selection of Notes
    to Be Redeemed or Purchased	42
	Section 3.03	Notice of Redemption	43
	Section 3.04	Effect of Notice of
    Redemption	44
	Section 3.05	Deposit of Redemption
    or Purchase Price	44
	Section 3.06	Notes Redeemed or Purchased
    in Part	45
	Section 3.07	Optional Redemption	45
	Section 3.08	Mandatory Redemption	46
	Section 3.09	Offers to Repurchase
    by Application of Excess Proceeds	46
	 	 	 
	ARTICLE
    4 COVENANTS	48
	 	 
	Section 4.01	Payment of Notes	48
	Section 4.02	Maintenance of Office
    or Agency	49
	Section 4.03	Taxes	49
	Section 4.04	Stay, Extension and
    Usury Laws	49
	Section 4.05	Corporate Existence	49
	Section 4.06	Reports and Other Information	50
	Section 4.07	Compliance Certificate	51
	Section 4.08	Limitation on Restricted
    Payments	51
	Section 4.09	Limitation on Indebtedness	56



 






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	 	 	Page
	 	 	 
	Section
    4.10	Limitation on Liens	61
	Section 4.11	Future Guarantors	61
	Section 4.12	Limitation on Restrictions
    on Distribution From Restricted Subsidiaries	62
	Section 4.13	Designation of Restricted
    and Unrestricted Subsidiaries	64
	Section 4.14	Transactions with Affiliates	65
	Section 4.15	Offer to Repurchase
    Upon Change of Control	66
	Section 4.16	Asset Dispositions	69
	Section 4.17	Effectiveness of Covenants.	72
	 	 	 
	ARTICLE
    5 SUCCESSORS	73
	 	 
	Section 5.01	Merger, Consolidation
    or Sale of All or Substantially All Assets	73
	Section 5.02	Officers’ Certificate
    and Opinion of Counsel to be Given to Trustee	75
	 	 	 
	ARTICLE
    6 DEFAULTS AND REMEDIES	76
	 	 
	Section 6.01	Events of Default	76
	Section 6.02	Acceleration	78
	Section 6.03	Other Remedies	79
	Section 6.04	Waiver of Past Defaults	79
	Section 6.05	Control by Majority	79
	Section 6.06	Limitation on Suits	80
	Section 6.07	Rights of Holders to
    Receive Payment	80
	Section 6.08	Collection Suit by
    Trustee	80
	Section 6.09	Restoration of Rights
    and Remedies	80
	Section 6.10	Rights and Remedies
    Cumulative	80
	Section 6.11	Delay or Omission Not
    Waiver	81
	Section 6.12	Trustee May File Proofs
    of Claim	81
	Section 6.13	Priorities	81
	Section 6.14	Undertaking for Costs	82
	 	 	 
	ARTICLE
    7 TRUSTEE	82
	 	 
	Section 7.01	Duties of Trustee	82
	Section 7.02	Rights of Trustee	83
	Section 7.03	Individual Rights of
    Trustee	84
	Section 7.04	Trustee’s Disclaimer	84
	Section 7.05	Notice of Defaults	85
	Section 7.06	[Reserved]	85
	Section 7.07	Compensation and Indemnity	85
	Section 7.08	Replacement of Trustee	86
	Section 7.09	Successor Trustee by
    Merger, etc.	87
	Section 7.10	Eligibility; Disqualification	87
	 	 	 
	ARTICLE
    8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	87
	 	 
	Section 8.01	Option to Effect Legal
    Defeasance or Covenant Defeasance	87
	Section 8.02	Legal Defeasance and
    Discharge	87
	Section 8.03	Covenant Defeasance	88
	Section 8.04	Conditions to Legal
    or Covenant Defeasance	88



 






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	 	 	Page
	 	 	 
	Section
    8.05	Deposited Money and
    Government Securities to Be Held in Trust; Other Miscellaneous Provisions	90
	Section 8.06	Repayment to the Company	90
	Section 8.07	Reinstatement	90
	 	 	 
	ARTICLE
    9 AMENDMENT, SUPPLEMENT AND WAIVER	91
	 	 
	Section 9.01	Without Consent of
    Holders	91
	Section 9.02	With Consent of Holders	92
	Section 9.03	[Reserved]	93
	Section 9.04	Revocation and Effect
    of Consents	93
	Section 9.05	Notation on or Exchange
    of Notes	93
	Section 9.06	Trustee to Sign Amendments,
    etc.	94
	 	 	 
	ARTICLE
    10 GUARANTEES	94
	 	 
	Section 10.01	Guarantee	94
	Section 10.02	Limitation on Guarantor
    Liability	95
	Section 10.03	Execution and Delivery	96
	Section 10.04	Subrogation	96
	Section 10.05	Benefits Acknowledged	96
	Section 10.06	Release of Note Guarantees	96
	 	 	 
	ARTICLE
    11 SATISFACTION AND DISCHARGE	97
	 	 
	Section 11.01	Satisfaction and Discharge	97
	Section 11.02	Application of Trust
    Money	98
	 	 	 
	ARTICLE
    12 MISCELLANEOUS	98
	 	 
	Section 12.01	Concerning the Trust
    Indenture Act	98
	Section 12.02	Notices	98
	Section 12.03	[Reserved]	100
	Section 12.04	Certificate and Opinion
    as to Conditions Precedent	100
	Section 12.05	Statements Required
    in Certificate or Opinion	100
	Section 12.06	Rules by Trustee and
    Agents	101
	Section 12.07	No Personal Liability
    of Directors, Officers, Employees, Members, Partners and Stockholders	101
	Section 12.08	Governing Law; Submission
    to Jurisdiction	101
	Section 12.09	Waiver of Jury Trial	101
	Section 12.10	Force Majeure	102
	Section 12.11	No Adverse Interpretation
    of Other Agreements	102
	Section 12.12	Successors	102
	Section 12.13	Severability	102
	Section 12.14	Counterpart Originals	102
	Section 12.15	Table of Contents,
    Headings, etc.	102
	Section 12.16	Facsimile and PDF Delivery
    of Signature Pages	102
	Section 12.17	U.S.A. PATRIOT Act	103
	Section 12.18	Payments Due on Non-Business
    Days	103



 






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	Appendix
    A	Provisions
    Relating to Initial Notes and Additional Notes
	 	 
	Exhibit A	Form
    of Note
	Exhibit B	Form
    of Institutional Accredited Investor Transferee Letter of Representation
	Exhibit C	Form
    of Supplemental Indenture to Be Delivered by Subsequent Guarantors




 






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INDENTURE,
dated as of May 11, 2020, among Wolverine World Wide, Inc., a Delaware corporation (the “Company”), the Guarantors
listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.


 


W
I T N E S S E T H


 


WHEREAS,
the Company has duly authorized the creation and issue of $300,000,000 aggregate principal amount of 6.375% Senior Notes due 2025
(the “Initial Notes”); and


 


WHEREAS,
the Guarantors have duly authorized the execution and delivery of this Indenture and issuance of the Note Guarantees.


 


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


 


ARTICLE
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


	Section
1.01	Definitions.



 


“Acquired
Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any Person or any of its Subsidiaries
existing at the time such Person becomes a Restricted Subsidiary, (2) Indebtedness assumed in connection with the acquisition
of assets from such Person, or (3) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person in each
case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary or such acquisition; provided, however, that any Indebtedness of such acquired Person or in
respect of such acquired assets that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation
of the transactions by which such Person merges with or into or becomes a Subsidiary of such Person or such assets in respect
of such assumed Indebtedness are acquired shall not be considered to be Acquired Indebtedness. Acquired Indebtedness shall be
deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted
Subsidiary and, with respect to clauses (2) and (3) of the preceding sentence, on the date of consummation of such acquisition
of assets.


 


“Additional
Assets” means:


 


(1)       any
property, plant, equipment or other asset (excluding working capital or current assets) used, usable or to be used by the Company
or a Restricted Subsidiary in a Similar Business;


 


(2)       the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company
or a Restricted Subsidiary; or


 


(3)       Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;


 


provided,
however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Similar Business.


 


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


 






    


     


    

 


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


 


“Agent”
means any Registrar or Paying Agent or Custodian.


 


“Applicable
Premium” means, with respect to a Note on any redemption date thereof, the greater of:


 


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


 


(2)       the
excess, if any, of (a) the present value as of such redemption date of (i) the redemption price of such Note on May 15, 2022
(such redemption price being set forth in Section 3.07(d)), plus (ii) all required interest payments due on such Note through
May 15, 2022 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of such
Note.


 


Calculation
of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate;
provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee.


 


“Asset
Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course
of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions
that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property
or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or
any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.


 


Notwithstanding
the preceding, the following items shall not be deemed to be Asset Dispositions:


 


(1)       a
disposition of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary
(other than a Receivables Entity);


 


(2)       the
sale of Cash Equivalents in the ordinary course of business;


 


(3)       a
disposition of inventory in the ordinary course of business;


 


(4)       a
disposition of obsolete or worn out equipment or equipment that is no longer used or no longer useful in the conduct of the business
of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;


 


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


 


(6)       an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly Owned Subsidiary (other than a Receivables
Entity);


 






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(7)       for
purposes of Section 4.16 only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction
results in the receipt of cash or Cash Equivalents by the Company or its Restricted Subsidiaries) or a disposition that is permitted
pursuant to Section 4.08;


 


(8)       sales
of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified
Receivables Transaction” to a Receivables Entity;


 


(9)       sales
of accounts receivable and related assets in connection with Factoring Transactions in the ordinary course of business;


 


(10)     dispositions
of assets in a single transaction or a series of related transactions with an aggregate Fair Market Value of less than $10.0 million;


 


(11)     the
creation of a Permitted Lien and dispositions in connection with Permitted Liens;


 


(12)     dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings and exclusive of factoring or similar arrangements;


 


(13)     the
issuance by a Restricted Subsidiary of Preferred Stock that is permitted by Section 4.09;


 


(14)     the
licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property
in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;


 


(15)     any
termination or settlement of Hedging Obligations permitted under the terms thereof;


 


(16)     any
sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


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


 


(18)     any
exchange of like property on a tax-free basis pursuant to Section 1031 of the Code for use in a Similar Business; and


 


(19)     the
settlement or early termination of any Permitted Bond Hedge or Permitted Warrant.


 


“Attributable
Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted
at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined
in accordance with GAAP; provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease
Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized
Lease Obligations.”


 


“Average
Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained
by dividing (1) the sum of the products obtained by multiplying (a) the amount of each successive scheduled principal
payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock by (b) the number of years
(calculated to the nearest one-twelfth) from the date of determination to the date of such payment by (2) the sum of the amounts
of all such payments.


 






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“balance
sheet date” means the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated
basis in accordance with GAAP are available.


 


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


 


“beneficial
ownership” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
and “beneficial owner” has a corresponding meaning.


 


“Board
of Directors” means:


 


(1)       with
respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining a Change of Control)
any duly authorized committee of the Board of Directors;


 


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


 


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


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York
or the Trustee are authorized or required by law to close.


 


“Capital
Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options (including any Permitted
Bond Hedge), participations or other equivalents of or interests in (however designated) equity of such Person, including any
Preferred Stock and limited liability or partnership interests (whether general or limited), but excluding any debt securities
convertible or exchangeable into such equity.


 


“Capitalized
Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation will be the capitalized
amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated
Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date
such lease may be terminated without penalty.


 


“Cash
Equivalents” means:


 


(1)       U.S.
dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of
business;


 


(2)       securities
issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality of the United
States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities
of not more than one year from the date of acquisition;


 






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(3)       marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any
public instrumentality thereof, Canada, any member of the European Economic Area or Japan or any agency or instrumentality of
any of the foregoing, in each case maturing within one year from the date of acquisition and, at the time of acquisition, having
a credit rating of at least “A” or the equivalent thereof by S&P or Moody’s, or carrying an equivalent rating
by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;


 


(4)       certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of
not more than one year from the date of acquisition thereof issued by any commercial bank (i) the long-term debt of which
is rated at the time of acquisition thereof at least “A” or the equivalent thereof by S&P or Moody’s, or
carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing
ratings of investments, and (ii) having a combined capital and surplus in excess of $500.0 million;


 


(5)       certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of
not more than one year from the date of acquisition thereof in an aggregate amount at any one time not to exceed $25.0 million
issued by any commercial bank;


 


(6)       repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2), (3) and (4)
entered into with any bank meeting the qualifications specified in clause (4) above;


 


(7)       commercial
paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2”
or the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both
of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date
of acquisition thereof;


 


(8)       interests
in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in
clauses (1) through (4), (6) and (7) above; and


 


(9)       money
market funds that (i) comply with the criteria set forth under Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated “AAA” or the equivalent thereof by S&P or “Aaa” or the equivalent thereof by Moody’s,
or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing
ratings of investments, and (iii) have portfolio assets of at least $1.0 billion.


 


“Cash
Management Obligations” means as applied to any Person, any direct or indirect liability, contingent or otherwise, of
such Person in respect of cash management services (including treasury, depository, overdraft (daylight and temporary), credit
or debit card, electronic funds transfer, netting and other cash management arrangements), including obligations for the payment
of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for
in the documents evidencing such cash management services.


 


“CFC”
means any “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change
of Control” means:


 






    -5-


     


    

 


(1)       any
“person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, 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 total voting power of the Voting Stock of the Company or any
of its direct or indirect parent entities (or their successors by merger, consolidation or purchase of all or substantially all
of their assets);


 


(2)       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, unless the 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
(or in the case of any merger of any Person with or into a Subsidiary of the Company, hold securities of the Company) that represent,
immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving or
transferee Person (or in the case of any merger of any Person with or into a Subsidiary of the Company, at least a majority of
the aggregate voting power of the Voting Stock of the Company);


 


(3)       the
sale, assignment, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken
as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or


 


(4)       the
adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.


 


For
the avoidance of doubt, for purposes of clause (2), (i) a merger or consolidation of a Subsidiary of the Company into another
Subsidiary of the Company or (ii) a sale of a Subsidiary of the Company to another Person in a transaction permitted pursuant
to the terms of this Indenture will not be deemed to be a Change of Control.


 


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


 


“Commodity
Agreement” means, with respect to any Person, any commodity future or forward, swap or option, cap or collar or other
similar agreement or arrangement as to which such Person is a party or beneficiary.


 


“Common
Stock” means with respect to any Person, any and all shares, interests or other participations in, and other equivalents
(however designated and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue
Date, and includes, without limitation, all series and classes of such common stock.


 


“Company”
means the party named as such in the first paragraph of this Indenture or any successor obligor to its obligations under this
Indenture and the Notes pursuant to Article 5.


 


“Consolidated
Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount
of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date
of such determination for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available
to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:


 


(1)       if
the Company or any Restricted Subsidiary:


 






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(a)       has
Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes an Incurrence of Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness
repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such period; or


 


(b)       has
repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that
is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving Debt Facility
unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Consolidated Interest
Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness,
including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;


 


(2)       if
since the beginning of such period, the Company or any Restricted Subsidiary has made any Asset Disposition or otherwise disposed
of or discontinued (as defined under GAAP) any company, division, operating unit, segment, business, group of related assets or
line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes such a transaction:


 


(a)       the
Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable
to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the
Consolidated EBITDA (if negative) directly attributable thereto for such period; and


 


(b)       Consolidated
Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable
to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, retired, defeased or otherwise
discharged (to the extent the related commitment is permanently reduced) with respect to the Company and its continuing Restricted
Subsidiaries in connection with such transaction for such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);


 


(3)       if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing
a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment,
business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will
be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment
or acquisition occurred on the first day of such period; and


 






    -7-


     


    

 


(4)       if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any
Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant
to clause (1), (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and
Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such transaction
occurred on the first day of such period.


 


For
purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro
forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the
Securities Act, (2) adjustments calculated to give effect to any Pro Forma Cost Savings and (3) all adjustments of the type used
in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (8) under the caption “Summary—Summary
historical consolidated financial information” in the Offering Memorandum to the extent such adjustments, without duplication,
continue to be applicable to such four-quarter period. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the
Company, the interest rate shall be calculated by applying such optional rate chosen by the Company. In making any pro forma
calculation, the amount of Indebtedness under any revolving Debt Facility outstanding on the date of determination (other
than any Indebtedness Incurred under such facility in connection with the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio) will be deemed to be:


 


(i)        the
average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such Debt Facility
was outstanding or


 


(ii)       if
such Debt Facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during
the period from the date of creation of such Debt Facility to the date of such determination.


 


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


 


(1)       increased
(without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:


 


(a)       Consolidated
Interest Expense; plus


 


(b)       Consolidated
Income Taxes; plus


 


(c)       consolidated
depreciation and amortization expense; plus


 


(d)       impairment
charges recorded in connection with the application of Accounting Standards Codification Topic 360, Property, Plant and Equipment;
plus


 






    -8-


     


    

 


(e)       other
non-cash charges, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents
an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized
at the time of payment); plus


 


(f)        any
expenses in connection with earn-out obligations of such Person and its Restricted Subsidiaries for such period; plus


 


(g)       the
amount of any operating loss Incurred by stores which have been closed or identified to be closed by such Person; plus


 


(h)       any
non-recurring restructuring charges and other related non-recurring transition costs in an amount not to exceed $30.0 million
for any four consecutive fiscal quarters; provided that such charges and costs shall not exceed $75.0 million in the aggregate;
plus


 


(i)        any
non-recurring charges in an amount not to exceed $10.0 million for any four consecutive fiscal quarters; plus


 


(j)        any
expenses or charges in respect of any offering of Capital Stock of the Company or any of its Restricted Subsidiaries, any acquisition,
disposition or recapitalization or Incurrence of Indebtedness permitted under the terms of this Indenture (including any expenses
or charges related to any Permitted Bond Hedge or any Permitted Warrant) (in each case, whether or not successful) in an amount
not to exceed $15.0 million for any four consecutive fiscal quarters; plus


 


(k)       any
pension expense and expense related to supplemental employee retirement plans in excess of mandatory funding requirements contributed
to, or paid in respect of, pension plans and supplemental employee retirement plans; plus


 


(l)        rent
expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during
such period over and above rent expense as determined in accordance with GAAP); plus


 


(m)      legal
costs to defend the Company’s environmental-related cases, suits or proceedings (limited to non-remediation actions), in
an aggregate amount not to exceed (i) $15.0 million for the four fiscal quarters of 2020 and (ii) $15.0 million for the four fiscal
quarters of 2021, but with no unutilized portions of such limits carried forward to any future period; and


 


(2)       decreased
(without duplication) by (a) non-cash items increasing such Consolidated Net Income (excluding any such items which represent
the recognition of deferred revenue or the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated
EBITDA in any prior period, and any such items for which cash was received in a prior period that did not increase Consolidated
EBITDA in any prior period), (b) the excess of payments or fundings made to pension plans and supplemental employee retirement
plans over pension expense and expense related to supplemental employee retirement plans incurred in such period (excluding any
voluntary payments or fundings made in respect of underfundings in any pension plans), and (c) rent expense actually paid in cash
during such period (net of rent expense actually paid in cash during such period in an amount equal to rent expense as determined
in accordance with GAAP); and


 






    -9-


     


    

 


(3)       increased
or decreased (without duplication) to eliminate the following items to the extent reflected in such Consolidated Net Income:


 


(a)       any
unrealized net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification
Topic 815, Derivatives and Hedging;


 


(b)       any
net gain or loss resulting in such period from currency translation gains or losses pursuant to Accounting Standards Codification
Topic 830, Foreign Currency Matters, related to currency re-measurements of Indebtedness; and


 


(c)       effects
of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in any line
item in such Person’s consolidated financial statements in such period pursuant to GAAP resulting from the application of
purchase accounting in relation to any completed acquisition.


 


“Consolidated
Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or any of its consolidated
Restricted Subsidiaries or other payments required to be made by such Person or any of its consolidated Restricted Subsidiaries
to any governmental authority, which taxes or other payments are calculated by reference to the income or profits or capital of
such Person or any of its consolidated Restricted Subsidiaries (to the extent such income or profits were included in computing
Consolidated Net Income for such period), including, without limitation, state, franchise and similar taxes and foreign withholding
taxes regardless of whether such taxes or payments are required to be remitted to any governmental authority (including any penalties
and interest related to such taxes or arising from any tax examinations).


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the total interest expense of such Person and its
consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:


 


(1)       interest
expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness
in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with
GAAP, and the interest component of any deferred payment obligations;


 


(2)       amortization
of debt discount costs (including the amortization of original issue discount resulting from the issuance of Indebtedness at less
than par); provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest
Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense;


 


(3)       non-cash
interest expense, but any non-cash interest income or expense attributable to the movement in the mark-to-market valuation of
Hedging Obligations or other derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest
Expense;


 


(4)       commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;


 


(5)       the
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent that such interest is
actually paid by such Person or any such Restricted Subsidiary;


 






    -10-


     


    

 


(6)       costs
associated with entering into Hedging Obligations (including amortization of fees) related to Indebtedness;


 


(7)       interest
expense of such Person and its Restricted Subsidiaries that was capitalized during such period;


 


(8)       the
product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series
of Disqualified Stock or on Preferred Stock of Non-Guarantor Subsidiaries payable to a party other than the Company or a Wholly
Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus
the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each
case on a consolidated basis and in accordance with GAAP;


 


(9)       Receivables
Fees; and


 


(10)     the
cash contributions to any pension plan, employee stock ownership plan or similar trust to the extent such contributions are used
by such plan or trust to pay interest or fees to any Person (other than the Company and its Restricted Subsidiaries) in connection
with Indebtedness Incurred by such plan or trust.


 


For
purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received
by the Company and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other
comprehensive income on the balance sheet of the Company. Notwithstanding anything to the contrary contained herein, without duplication
of clause (9) above, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant
to which the Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any
accounts receivable or related assets shall be included in Consolidated Interest Expense. Consolidated Interest Expense will not
include (i) any “additional interest” with respect to other securities for failure to comply with applicable registration
rights obligations, (ii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (iii)
any expensing of bridge, commitment and other financing fees.


 


“Consolidated
Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP; provided, however, that there will not be included in
such Consolidated Net Income on an after-tax basis:


 


(1)       any
net income (loss) of any Person if such Person is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting, except that, subject to the limitations contained in clauses (3) through (10) below, the Company’s equity in
the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount
of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained
in clause (2) below);


 


(2)       solely
for the purpose of determining the amount available for Restricted Payments under clause (C)(i) of Section 4.08(a), any net income
(but not loss) of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to prior government
approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or government regulation (which have not been waived), directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:


 






    -11-


     


    

 


(a)       subject
to the limitations contained in clauses (3) through (10) below, the Company’s equity in the net income of any such Restricted
Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have
been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend
(subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and


 


(b)       the
Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated
Net Income;


 


(3)       any
net after-tax gain or loss (excluding all fees and expenses relating thereto) realized upon sales or other dispositions of any
assets of the Company or such Restricted Subsidiary outside the ordinary course of business, as determined in good faith by the
Board of Directors or Senior Management of the Company;


 


(4)       any
net after-tax effect of income (loss) from discontinued operations and any net after-tax gain or loss on disposal of discontinued
operations;


 


(5)       any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or
other rights to officers, directors or employees, including pursuant to any equity plan or stock option plan or any other management
or employee benefit plan or agreement;


 


(6)       any
impairment charges recorded in connection with the application of Accounting Standards Codification Topic 350, Intangibles–Goodwill
and Other;


 


(7)       any
income or loss from the early extinguishment of Indebtedness or early termination of Hedging Obligations or other derivative instruments;


 


(8)       any
extraordinary gain or loss;


 


(9)       any
net income or loss included in the consolidated statement of operations with respect to noncontrolling interests due to the application
of Accounting Standards Codification Topic 810, Consolidation; and


 


(10)     the
cumulative effect of a change in accounting principles.


 


“Convertible
Notes” means Indebtedness of the Company that is convertible into Common Stock of the Company and/or cash based on the
value of such Common Stock and/or Indebtedness of a Subsidiary of the Company that is exchangeable for Common Stock of the Company
and/or cash based on the value of such Common Stock.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02, and for purposes of
Agent services such office shall also mean the office or agency of the Trustee located at 150 East 42nd Street, 40th Floor, New
York, New York 10017, or such other address as to which the Trustee may give notice to the Holders and the Company.


 






    -12-


     


    

 


“Currency
Agreement” means, with respect to any Person, any foreign exchange future or forward, swap or option, cap or collar
or other similar agreement or arrangement as to which such Person is a party or a beneficiary.


 


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


 


“Debt
Facility” means one or more debt facilities (including, without limitation, the Senior Credit Facility) or commercial
paper facilities with banks or other commercial or institutional lenders or investors providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed
to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities evidenced by notes,
debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced
(including by means of sales of debt securities) in whole or in part from time to time (and whether or not in one or multiple
facilities, with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders
or trustee, whether provided under the original Senior Credit Facility or any other credit or other agreement or indenture, and
irrespective of any changes in the terms and conditions thereof, the borrower(s) thereunder or the guarantors thereof).


 


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


 


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


 


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


 


“Designated
Noncash Consideration” means the noncash consideration received by the Company or one of its Restricted Subsidiaries
in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officers’
Certificate setting forth the Fair Market Value thereof, together with the basis of such valuation. The Fair Market Value of any
Designated Noncash Consideration shall be deemed to be reduced by the amount of any cash or Cash Equivalents received in connection
with a subsequent sale, redemption or payment of, on or with respect to such Designated Noncash Consideration.


 


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


 


(1)       matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;


 


(2)       is
convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable
solely at the option of the Company or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall
be an Incurrence of such Indebtedness or Disqualified Stock)); or


 






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(3)       is
mandatorily redeemable or must be purchased at the option of the holder upon the occurrence of certain events or otherwise, in
whole or in part,


 


in
each case on or prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are
no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will
be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified
Stock solely because the holders thereof have the right to require the Company or its Restricted Subsidiaries to repurchase such
Capital Stock upon the occurrence of a Change of Control or Asset Disposition (each defined in a substantially identical manner
to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock
(and all such securities into which it is convertible or exchangeable or for which it is redeemable) provide that the Company
or its Restricted Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by
the Company with Section 4.15 and Section 4.16 and such repurchase or redemption complies with Section 4.08; and provided,
further, that Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by
the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Disregarded
Entity” means any entity treated as disregarded as an entity separate from its owner under Treasury Regulations Section
301.7701-3.


 


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


 


“DTC”
means The Depository Trust Company.


 


“Equity
Offering” means a private or public offering for cash by the Company of its Common Stock, or options, warrants or rights
with respect to its Common Stock other than (1) public offerings with respect to the Company’s Common Stock, or options,
warrants or rights, registered on Form S-4 or Form S-8, (2) an issuance to any Subsidiary or (3) any offering of Common Stock
issued in connection with a transaction that constitutes a Change of Control.


 


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


 


“Excluded
Subsidiary” means (i) any Subsidiary that is directly or indirectly owned by a CFC and (ii) any Foreign Holding Company.


 


“Existing
Notes” means the Company’s 5.000% Senior Notes due 2026 issued pursuant to the indenture dated as of August 30,
2016.


 


“Factoring
Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to any
other Person any Receivables (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries,
any assets related thereto, all contracts and all Guarantees or other obligations in respect of such Receivables, the proceeds
of such Receivables and other assets that are customarily transferred, in connection with receivables factoring arrangements.


 


“Factoring
Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such
Factoring Transaction on any date of determination that would be characterized as principal if such Factoring Transaction were
structured as a secured lending transaction rather than as a purchase.


 






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“Fair
Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined
by Senior Management of the Company in good faith; provided that, except as otherwise provided in this Indenture, if the
fair market value exceeds $40.0 million, such determination shall be made by the Board of Directors of the Company or an authorized
committee thereof in good faith (including as to the value of all non-cash assets and liabilities).


 


“Foreign
Holding Company” means any (i) Subsidiary all or substantially all of the assets of which consist of the Capital Stock
of one or more CFCs and/or intercompany loans, indebtedness or receivables owed by any CFC, and (ii) Disregarded Entity all or
substantially all of the assets of which consist of the Capital Stock of one or more Subsidiaries described in part (i) of this
definition.


 


“Foreign
Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of America or
any state thereof or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect as of August 30, 2016, including those
set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession. Unless specified, all ratios and computations
contained in this Indenture will be computed in conformity with GAAP, except that in the event the Company is acquired in a transaction
that is accounted for using purchase accounting, the effects of the application of purchase accounting shall be disregarded in
the calculation of such ratios and other computations contained in this Indenture. For the avoidance of doubt, the adoption or
issuance of any accounting standards after August 30, 2016 will not cause any lease or rental obligation that was not or would
not have been a Capitalized Lease Obligation prior to such adoption or issuance to be deemed a Capitalized Lease Obligation.


 


“Government
Securities” means securities that are (1) direct obligations of the United States of America for the timely payment
of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and
credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such
Government Securities held by such custodian for the account of the holder of such depositary receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal
of or interest on the Government Securities evidenced by such depositary receipt.


 


“Guarantee”
means (1) any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and (2) any obligation, direct or indirect, contingent or otherwise, of such Person:


 


(a)       to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising
by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise); or


 






    -15-


     


    

 



 


(b)           entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);


 


provided,
however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course
of business.


 


“Guarantor”
means each Restricted Subsidiary in existence on the Issue Date that provides a Note Guarantee on the Issue Date (and any other
Restricted Subsidiary that provides a Note Guarantee after the Issue Date); provided that upon release or discharge of
such Restricted Subsidiary from its Note Guarantee in accordance with this Indenture, such Restricted Subsidiary shall cease to
be a Guarantor.


 


“Guarantor
Subordinated Obligation” means, with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding
on the Issue Date or thereafter Incurred) that is expressly contractually subordinated in right of payment to the obligations
of such Guarantor under its Note Guarantee.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement
or Commodity Agreement. For the avoidance of doubt, any agreements or arrangements related to a Permitted Bond Hedge or a Permitted
Warrant shall not constitute a Hedging Obligation.


 


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


 


“Incur”
means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness
or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary;
and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication):


 


(1)           the
principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;


 


(2)           the
principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;


 


(3)           the
principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates
to a trade payable and such obligation is satisfied within 30 days of Incurrence);


 


(4)           the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (including earn-out
obligations), which purchase price is due after the date of placing such property in service or taking delivery and title thereto,
except (a) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in
the ordinary course of business, and (b) any earn-out obligation until the amount of such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP that has been due and payable for 30 or more days;


 






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(5)           Capitalized
Lease Obligations and all Attributable Indebtedness in respect of a Sale/Leaseback Transaction of such Person (whether or not
such items would appear on the balance sheet of such Person in accordance with GAAP);


 


(6)           the
greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium)
or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment
or other repurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, any Preferred Stock (but excluding,
in each case, any accrued dividends);


 


(7)           the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the
Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;


 


(8)           the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would
appear on the balance sheet of such Person in accordance with GAAP);


 


(9)           to
the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of
any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation
that would be payable by such Person at such time);


 


(10)         to
the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to a Qualified Receivables
Transaction; and


 


(11)         to
the extent not otherwise included in this definition, the Factoring Transaction Amount outstanding relating to a Factoring Transaction.


 


Notwithstanding
the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment
of interest on such Indebtedness shall not be deemed to be “Indebtedness;” provided that such money
is held to secure the payment of such interest.


 


Notwithstanding
the foregoing, the amount of any Indebtedness outstanding as of any date shall (i) be the accreted value thereof in the case of
any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness
issued with interest payable in kind and (ii) include any interest (or in the case of Preferred Stock, dividends) thereon
that is more than 30 days past due; provided, that, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller
may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance
of such business after the closing until such obligations become due and payable. Except to the extent provided in the preceding
sentence, the amount of any Indebtedness that is convertible into or exchangeable for Capital Stock of the Company outstanding
as of any date shall be deemed to be equal to the principal and premium, if any, in respect of such Indebtedness, notwithstanding
the provisions of GAAP (including Accounting Standards Codification Topic 470-20, Debt-Debt with Conversion and Other Options).


 


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


 






    -17-


     


    

 


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


 


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


 


“Interest
Payment Date” means May 15 and November 15 of each year to the stated maturity of the Notes, commencing November 15,
2020.


 


“Interest
Rate Agreement” means, with respect to any Person, any interest rate future or forward, swap or option, cap, collar
or other agreement or arrangement designed to protect against fluctuations in interest rates and any other similar agreement or
arrangement as to which such Person is party or a beneficiary.


 


“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct
or indirect advance, loan or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding advances
or extensions of credit to customers in the ordinary course of business, or any debt or extension of credit represented by a bank
deposit (other than a time deposit)) or capital contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:


 


(1)           Hedging
Obligations entered into in the ordinary course of business and in compliance with this Indenture;


 


(2)           endorsements
of negotiable instruments and documents in the ordinary course of business; and


 


(3)           an
acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration
consists of Common Stock of the Company.


 


For
purposes of Section 4.08 and Section 4.13,


 


(1)           Investment
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary that is to be designated
an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary
as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary
in an amount (if positive) equal to (a) the Company’s aggregate Investment in such Subsidiary as of the time of such redesignation
less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value
of the net assets of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary;


 


(2)           any
property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer;
and


 


(3)           if
the Company or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that,
after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock
of such Subsidiary not sold or disposed of.


 






    -18-


     


    

 


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


 


“IP
Reorganization Transaction” means any one or more of a set of transactions entered into by the Company and any of its
Restricted Subsidiaries the purpose of which is to effect a reorganization of one or more Domestic Subsidiaries and their assets
such that the ownership of intellectual property of any such Domestic Subsidiaries and related agreements, licenses and other
similar assets will be directly or indirectly transferred to Foreign Subsidiaries.


 


“Issue
Date” means May 11, 2020.


 


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


 


“Material
Indebtedness” means any Indebtedness of the Company or any Guarantor in an aggregate principal amount equal to or greater
than $50.0 million.


 


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


 


“Net
Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable or otherwise (other than interest) and net proceeds
from the sale or other disposition of any securities or other assets received as consideration, but only as and when received,
but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form)
therefrom, in each case net of:


 


(1)           all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses (including brokerage
and sales commissions) Incurred, and all federal, state, provincial, foreign and local taxes paid or required to be paid or accrued
as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements),
as a consequence of such Asset Disposition;


 


(2)           all
payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms
of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition,
or by applicable law be repaid out of the proceeds from such Asset Disposition;


 


(3)           all
distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or Permitted Joint Ventures
as a result of such Asset Disposition; and


 






    -19-


     


    

 


(4)           the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset
Disposition.


 


“Net
Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale,
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts
or commissions and brokerage, consultant and other fees and expenses and charges actually incurred in connection with such issuance
or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credits
or deductions and any tax sharing arrangements).


 


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


 


(x)           the
sum of the aggregate outstanding Indebtedness of the Company and its Restricted Subsidiaries as of the balance sheet date less
Netted Cash, to


 


(y)           Consolidated
EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending
on the balance sheet date;


 


provided,
however, that:


 


(1)           if
the Company or any Restricted Subsidiary:


 


(a)       has
Incurred any Indebtedness since the balance sheet date that remains outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Net Leverage Ratio is an Incurrence of Indebtedness, Indebtedness at the balance sheet
date will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been
Incurred on the balance sheet date and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased
or otherwise discharged with the proceeds of such new Indebtedness will be calculated as if such discharge had occurred on the
balance sheet date; or


 






    -20-


     


    

 


(b)       has
repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that
is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Net Leverage
Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving Debt Facility unless
such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Indebtedness as of the
balance sheet date will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness,
including with the proceeds of such new Indebtedness, as if such discharge had occurred on the balance sheet date;


 


(2)           if
since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or disposed of
or discontinued any company, division, operating unit, segment, business, group of related assets or line of business or if the
transaction giving rise to the need to calculate the Net Leverage Ratio includes such an Asset Disposition:


 


(a)       the
Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable
to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the
Consolidated EBITDA (if negative) directly attributable thereto for such period; and


 


(b)       if
such transaction occurred after the date of such internal financial statements, Indebtedness at the end of such period will be
reduced by an amount equal to the Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the
Net Available Cash of such Asset Disposition and the assumption of Indebtedness by the transferee;


 


(3)           if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing
a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment,
business or group of related assets or line of business, Consolidated EBITDA for such period and if such transaction occurred
after the date of such internal financial statements, Indebtedness as of such balance sheet date will be calculated after giving
pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period; and


 


(4)           if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any
Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant
to clause (1), (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA for
such period and, if such transaction occurred after the balance sheet date, Indebtedness as of the balance sheet date will be
calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period or as
of the balance sheet date, as applicable.


 


If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness
will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness that is being given pro forma
effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional
rate chosen by the Company. In making any pro forma calculation, the amount of Indebtedness under any revolving Debt Facility
outstanding on the date of determination (other than any Indebtedness Incurred under such Debt Facility in connection with the
transaction giving rise to the need to calculate the Net Leverage Ratio) will be deemed to be:


 


(i)            the
average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such Debt Facility
was outstanding; or


 


(ii)           if
such Debt Facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during
the period from the date of creation of such Debt Facility to the date of such calculation.


 


For
purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro
forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities
Act, (2) adjustments calculated to give effect to any Pro Forma Cost Savings and (3) all adjustments of the type used in connection
with the calculation of “Adjusted EBITDA” as set forth in footnote (8) under the caption “Summary—Summary
historical consolidated financial information” in the Offering Memorandum to the extent such adjustments, without duplication,
continue to be applicable to such four-quarter period.


 






    -21-


     


    

 


“Netted
Cash” means, as of any day, the aggregate amount of (i) domestic unrestricted cash and domestic cash equivalents of
the Company and its Domestic Subsidiaries in excess of $5.0 million on such day and (ii) 75% of the aggregate amount of unrestricted
cash and cash equivalents of Foreign Subsidiaries in excess of $5.0 million on such day; provided that for purposes of
any calculation of the Net Leverage Ratio or the Secured Net Leverage Ratio on a pro forma basis, the proceeds of any Indebtedness
or Secured Indebtedness being included in the determination of the Net Leverage Ratio or the Secured Net Leverage Ratio, as applicable,
solely as a result of such pro forma calculation shall not be included in determining Netted Cash as of such day. For the
avoidance of doubt, the term “cash equivalents” as set forth in this definition will be interpreted in accordance
with GAAP.


 


“Non-Guarantor
Subsidiary” means any Restricted Subsidiary that is not a Guarantor.


 


“Non-Recourse
Debt” means Indebtedness of a Person:


 


(1)           as
to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including
any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly
liable (as a guarantor or otherwise);


 


(2)           no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted
Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior
to its Stated Maturity; and


 


(3)           the
explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries,
except that Standard Securitization Undertakings shall not be considered recourse.


 


“Note
Guarantee” means, individually, any Guarantee of payment of the Notes and the Company’s other Obligations under
this Indenture by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively,
all such Guarantees.


 


“Notes”
means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental
indenture and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes.


 


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


 






    -22-


     


    

 


“Offering
Memorandum” means the offering memorandum, dated May 6, 2020, related to the offer and sale of the Initial Notes.


 


“Offer
to Purchase” means an Asset Disposition Offer or a Change of Control Offer.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or, in the event that the Company is a
partnership or a limited liability company that has no such officers, a person duly authorized under applicable law by the general
partner, managers, members or a similar body to act on behalf of the Company. “Officer” of any Guarantor has
a correlative meaning.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Company, one of whom is the principal executive officer,
the principal financial officer, the treasurer or the principal accounting officer.


 


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


 


“Pari
Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Notes, in the case of the Company,
or the Note Guarantees, in the case of any Guarantor (in each case, without giving effect to collateral arrangements).


 


“Permitted
Bond Hedge” means any net-settled call options or capped call options referencing the Company’s Common Stock purchased
by the Company in connection with the issuance of convertible or exchangeable debt securities by the Company or any Restricted
Subsidiary to hedge the Company’s or such Restricted Subsidiary’s obligations to deliver Common Stock and/or pay cash
under such Indebtedness, which call options are either “capped” or are purchased concurrently with the sale by the
Company of a call option or options in respect of its Common Stock, in either case on terms that are customary for “call
spread” transactions entered in connection with the issuance of convertible or exchangeable debt securities.


 


“Permitted
Holders” means (a) the Section 16 Officers and (b) any “group” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) which includes and is under the general direction of any Section 16 Officer; provided that,
without giving effect to the existence of such group or any other group, the Persons described in clause (a), collectively, beneficially
own Voting Stock representing more than 50% of the total voting power of the Voting Stock of the Company held by such group.


 


“Permitted
Investment” means any Investment by the Company or any Restricted Subsidiary in:


 


(1)           the
Company or a Restricted Subsidiary (other than a Receivables Entity);


 


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


 


(a)       such
Person becomes a Restricted Subsidiary; or


 


(b)       such
Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys
all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any
Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such
acquisition, merger, consolidation or transfer;


 






    -23-


     


    

 


(3)           cash
and Cash Equivalents;


 


(4)           receivables
owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary
trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;


 


(5)           payroll
and similar advances to officers and employees in the ordinary course of business;


 


(6)           loans
or advances to employees of the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practices
(including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $10.0 million at any one time
outstanding (without giving effect to the forgiveness of any such loan);


 


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


 


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


 


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


 


(8)           Investments
made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance
with Section 4.16;


 


(9)           Investments
in existence on the Issue Date;


 


(10)         Hedging
Obligations Incurred in compliance with Section 4.09;


 


(11)         Guarantees
issued in accordance with Section 4.09 or Section 4.11;


 


(12)         Investments
in Additional Assets made with the proceeds from any Asset Disposition that are applied pursuant to clauses (C) or (D) of Section
4.16(b);


 


(13)         Investments
by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person,
in each case, in connection with a Qualified Receivables Transaction; provided, however, that any Investment in
a Receivables Entity by the Company or a Restricted Subsidiary is in the form of a Purchase Money Note or a contribution of additional
Receivables;


 


(14)         Investments
consisting of earnest money deposits in connection with an Investment permitted by this Indenture;


 






    -24-


     


    

 


(15)         advances
to suppliers of amounts provided by customers for the purchase of materials and the preparation of goods and inventory in respect
of customer contracts entered into in the ordinary course of business;


 


(16)         Investments
in Permitted Joint Ventures in an aggregate amount outstanding at the time of each such Investment not to exceed the greater of
(a) $120.0 million and (b) 5.0% of Total Assets outstanding at the time of such Investment (with the Fair Market Value of each
such Investment being measured at the time made and without giving effect to subsequent changes in value); and


 


(17)         Investments
by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (17), in an
aggregate amount outstanding at the time of each such Investment not to exceed the greater of (a) $80.0 million and (b) 3.0% of
Total Assets outstanding at the time of such Investment (with the Fair Market Value of each such Investment being measured at
the time made and without giving effect to subsequent changes in value).


 


“Permitted
Joint Venture” means any joint venture in which the Company or any of its Restricted Subsidiaries has an Investment
and which is engaged in a Similar Business.


 


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


 


(1)           (a)
Liens securing Indebtedness and other obligations permitted to be Incurred under the provisions described in clause (1) of Section
4.09(b), related Hedging Obligations and related banking services or cash management obligations, (b) Liens on assets of Restricted
Subsidiaries securing Guarantees of Indebtedness and such other obligations of the Company referred to in clause (a), and (c)
Liens securing cash management services in the ordinary course of business;


 


(2)           pledges
or deposits by such Person under workers’ compensation laws, social security, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which
such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States
government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes
or for the payment of rent or deposits in respect of letters of intent or purchase agreements, in each case Incurred in the ordinary
course of business;


 


(3)           Liens
imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens,
and Incurred in the ordinary course of business;


 


(4)           Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested
in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;


 


(5)           Liens
in favor of issuers of surety or trade contracts, performance bonds or letters of credit or bankers’ acceptances or similar
obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided,
however, that such letters of credit do not constitute Indebtedness;


 


(6)           encumbrances,
ground leases, 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, building codes or other restrictions (including, without limitation,
minor defects or irregularities in title and similar encumbrances) as to the use of real property or Liens incidental to the conduct
of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect
the value of said properties or materially impair their use in the operation of the business of such Person;


 






    -25-


     


    

 


(7)           Liens
securing Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes);


 


(8)           leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights)
that do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;


 


(9)           judgment
Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to such litigation;


 


(10)         Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, mortgage
financings, purchase money obligations or other payments Incurred to finance assets or property (other than Capital Stock or other
Investments) acquired, constructed, improved or leased in the ordinary course of business; provided that:


 


(a)       the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and
does not exceed the cost of the assets or property so acquired, constructed or improved and any fees, premiums, costs and expenses
related to such Incurrence; and


 


(b)       such
Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any
other assets or property of the Company or any Restricted Subsidiary other than such assets or property, assets affixed or appurtenant
thereto, improvements and accessions thereof and the proceeds from the sale, disposition or casualty event thereof;


 


(11)         Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a depositary institution;


 


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


 


(13)         Liens
existing on the Issue Date (other than Liens permitted under clause (1));


 


(14)         Liens
on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however,
that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a
Restricted Subsidiary; provided, further, however, that any such Lien may not extend to any other property
owned by the Company or any Restricted Subsidiary;


 


(15)         Liens
on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a
merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not
created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, however,
that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;


 






    -26-


     


    

 


(16)         Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary (other
than a Receivables Entity);


 


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


 


(18)         Liens
securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness
that was previously so secured pursuant to clauses (10), (13), (14), (15), (17) and this clause (18) of this definition; provided
that any such Lien is limited to all or part of the same property or assets (plus assets affixed or appurtenant thereto, improvements,
accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under
which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security
for a Permitted Lien hereunder;


 


(19)         any
interest or title of a lessor under any Capitalized Lease Obligation or operating lease;


 


(20)         Liens
in favor of the Company or any Restricted Subsidiary;


 


(21)         Liens
on assets owned by Foreign Subsidiaries of the Company;


 


(22)         Liens
on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case Incurred in connection with
a Qualified Receivables Transaction, including Liens granted on any Qualified Receivables Account in favor of the financial institution
counterparty to the Qualified Receivables Transaction;


 


(23)         Liens
securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations); provided that at the
time of Incurrence and after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom
on such date, the Secured Net Leverage Ratio would not exceed 3.5 to 1.0 (assuming, for purposes of the calculation of the Secured
Net Leverage Ratio, that any commitments with respect to Indebtedness under any revolving Debt Facility permitted to be incurred
under clause (1) of Section 4.09(b) had been fully drawn on such date);


 


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


 


(25)         Liens
on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(26)         Liens
on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(27)         Liens
on Capital Stock or assets to be sold pursuant to an agreement entered into for the sale or disposition of all or substantially
all of the Capital Stock or assets of a Restricted Subsidiary in connection with any Asset Disposition or disposition of assets
not constituting an Asset Disposition, in each case permitted by the terms of this Indenture, pending the closing of such sale
or disposition; and


 






    -27-


     


    

 


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


 


“Permitted
Warrant” means any call option in respect of the Company’s Common Stock sold by the Company concurrently with
any Permitted Bond Hedge, which call option permits settlement in cash at the option of the Company.


 


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


 


“Preferred
Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated),
which is preferred as to the payment of dividends, or as to the distributions of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.


 


“Pro
Forma Cost Savings” means, without duplication, with respect to any period, the net reduction in costs and other operating
improvements or synergies that have been realized or are reasonably anticipated to be realized in good faith with respect to a
pro forma event within 12 months of the date of such pro forma event and that are reasonable and factually supportable,
as if all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses
incurred or to be incurred during such four quarter period in order to achieve such reduction in costs. Pro Forma Cost Savings
described in the preceding sentence shall be accompanied by an Officers’ Certificate delivered to the Trustee from the Company’s
chief financial officer that outlines the specific actions taken or to be taken and the net cost reductions and other operating
improvements or synergies achieved or to be achieved from each such action and certifies that such cost reductions and other operating
improvements or synergies meet the criteria set forth in the preceding sentence.


 


“Purchase
Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and
related assets) and/or a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection
with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash
available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts
paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with
the purchase of newly generated Receivables.


 


“Qualified
Receivables Account” means any deposit account of the Company or any Restricted Subsidiary that is designated to receive
only amounts owing with respect to Receivables subject to a Qualified Receivables Transaction.


 


“Qualified
Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or
any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise
transfer to (1) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (2)
any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether
now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, any assets related thereto, all contracts
and all Guarantees or other obligations in respect of such Receivables, the proceeds of such Receivables and other assets that
are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitization
involving Receivables.


 






    -28-


     


    

 


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


 


“Receivable”
means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to
an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that
permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be
classified as an “account,” “chattel paper,” “payment intangible” or “instrument”
under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.


 


“Receivables
Entity” means a Wholly Owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an
Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no
activities other than in connection with the financing of Receivables and which is designated by the Senior Management of the
Company (as provided below) as a Receivables Entity:


 


(1)           no
portion of the Indebtedness or any other obligations (contingent or otherwise) which:


 


(a)       is
Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings);


 


(b)       is
recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings;
or


 


(c)       subjects
any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings;


 


(2)           with
which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except
in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company
or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company,
other than fees payable in the ordinary course of business in connection with servicing Receivables; and


 


(3)           to
which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results other than pursuant to Standard Securitization Undertakings.


 


Any
such designation by the Senior Management of the Company shall be evidenced to the Trustee by an Officers’ Certificate certifying
that such designation complies with the foregoing conditions.


 






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“Receivables
Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified
Receivables Transaction, Factoring Transaction or other similar arrangement, including any such amounts paid by discounting the
face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, Factoring
Transaction or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance
sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.


 


“Receivables
Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such
Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables
Transaction were structured as a secured lending transaction rather than as a purchase.


 


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


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend, in
whole or in part (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,”
“refinances” and “refinanced” shall each have a correlative meaning), any Indebtedness existing
on the Issue Date or Incurred in compliance with this Indenture (including additional Indebtedness Incurred to pay premiums (including
reasonable tender premiums, as determined in good faith by the Company), defeasance costs, accrued interest and fees, costs and
expenses in connection with any such refinancing) including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that:


 


(1)           (a)
if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated
Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has
a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;


 


(2)           the
Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater
than the Average Life of the Indebtedness being refinanced;


 


(3)           such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate
issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount,
the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional
Indebtedness Incurred to pay premiums required by the instruments governing such existing Indebtedness or reasonable tender premiums
(as determined in good faith by the Company), defeasance costs, accrued interest and fees, costs and expenses in connection with
any such refinancing);


 


(4)           if
the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness
is subordinated in right of payment to the Notes or the Note Guarantees on terms, taken as a whole, at least as favorable to the
Holders as those contained in the documentation governing the Indebtedness being refinanced; and


 


(5)           Refinancing
Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Company or a Guarantor.


 






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“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


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


 


“Restricted
Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. Unless otherwise indicated, when
used herein, the term “Restricted Subsidiary” shall refer to a Restricted Subsidiary of the Company.


 


“S&P”
means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and any successor to its
rating agency business.


 


“Sale/Leaseback
Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person (other than the Company or any of its Restricted Subsidiaries) and the Company
or a Restricted Subsidiary leases it from such Person.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Section
16 Officer” means any officer of the Company that would be an “officer” of the Company within the meaning
of Rule 16a-1(f) under the Exchange Act.


 


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


 


“Secured
Net Leverage Ratio” means, as of any date of determination, the ratio of (x) Secured Indebtedness of the Company and
its Restricted Subsidiaries as of the end of the balance sheet date less Netted Cash to (y) Consolidated EBITDA of the
Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending on the balance
sheet date. The Secured Net Leverage Ratio shall be adjusted on a pro forma basis in a manner consistent with the definition
of “Net Leverage Ratio” (including for acquisitions).


 


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


 


“Senior
Credit Facility” means the Credit Agreement dated as of July 31, 2012, as amended and restated as of the Issue Date,
among the Company, the guarantors parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
from time to time, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part
from time to time (including, in each case, increasing the amount loaned thereunder; provided that such additional Indebtedness
is Incurred in accordance with Section 4.09); provided, further, that a Senior Credit Facility shall not (1) include Indebtedness
issued, created or Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of
securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities
Act or (2) relate to Indebtedness that does not consist exclusively of Pari Passu Indebtedness.


 


“Senior
Management” means the chief executive officer and the chief financial officer of the Company.


 






    -31-


     


    

 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within
the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC as of August 30, 2016.


 


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


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company
or any Restricted Subsidiary that are reasonably customary in Qualified Receivables Transactions.


 


“Stated
Maturity” means, with respect to any Indebtedness, the date specified in the agreement governing or certificate relating
to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any
such principal prior to the date originally scheduled for the payment thereof.


 


“Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that
is subordinated or junior in right of payment to the Notes pursuant to its terms.


 


“Subsidiary”
of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited
liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or Persons
performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified
herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.


 


“Total
Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis determined in
accordance with GAAP, as shown on the most recent consolidated balance sheet of the Company or such other Person as may be expressly
stated, determined on a pro forma basis in a manner consistent with the pro forma adjustments contained in the definition
of Consolidated Coverage Ratio.


 


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


 


“Treasury
Rate” means as of any redemption date of Notes the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption
date to May 15, 2022; provided, however, that if the period from the redemption date to May 15, 2022 is not equal
to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United
States Treasury securities for which such yields are given, except that if the period from the redemption date to May 15, 2022
is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.


 






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


 


“Unrestricted
Subsidiary” means:


 


(1)           any
Subsidiary of the Company which at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors
of the Company in accordance with Section 4.13; and


 


(2)           any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S.”
means the United States of America.


 


“Voting
Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote
in the election of directors, managers or trustees, as applicable, of such Person.


 


“Wholly
Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.


 


		Section
                          1.02	Other
                                         Definitions.



 


	Term	Defined
                                         in Section 

	“Acceptable
    Commitment”	4.16(b)
	“Agent
    Members”	2.1(c)
    of Appendix A
	“Affiliate
    Transaction”	4.14(a)
	“Applicable
    Procedures” 	1.1(a)
    of Appendix A
	“Asset
    Disposition Offer”	4.16(c)
	“Asset
    Disposition Offer Amount”	4.16(c)
	“Asset
    Disposition Offer Period”	4.16(c)
	“Asset
    Disposition Purchase Date”	4.16(c)
	“Authentication
    Order”	2.02
	“Change
    of Control Offer”	4.15(a)
	“Change
    of Control Payment”	4.15(a)
	“Change
    of Control Payment Date”	4.15(a)
	“Clearstream”
    	1.1(a)
    of Appendix A
	“Covenant
    Defeasance”	8.03
	“Definitive
    Notes Legend”	2.2(e)
    of Appendix A
	“Designation”
    	4.13
	“Distribution
    Compliance Period”	1.1(a)
    of Appendix A
	“ERISA
    Legend”	2.2(e)
    of Appendix A
	“Euroclear”	1.1(d)
    of Appendix A
	“Event
    of Default”	6.01(a)
	“Excess
    Proceeds”	4.16(c)
	“Expiration
    Date”	1.05(j)
	“Global
    Note”	2.1(b)
    of Appendix A



 






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	Term	Defined
                                         in Section 

	“Global
    Notes Legend”	2.2(e)
    of Appendix A
	“Guaranteed
    Obligations”	10.01(a)
	“IAI”
    	1.1(a)
    of Appendix A
	“IAI
    Global Note” 	2.1(b)
    of Appendix A
	“Legal
    Defeasance”	8.02(a)
	“Note
    Register”	2.03(a)
	“Paying
    Agent”	2.03(a)
	“QIB”
    	1.1(a)
    of Appendix A
	“Registrar”	2.03(a)
	“Regulation
    S” 	1.1(a)
    of Appendix A
	“Regulation
    S Global Note” 	2.1(b)
    of Appendix A
	“Regulation
    S Notes” 	2.1(a)
    of Appendix A
	“Reinstatement
    Date”	4.17(b)
	“Restricted
    Payment”	4.08(a)
	“Restricted
    Notes Legend”	2.2(e)
    of Appendix A
	“Revocation”
    	4.13(b)
	“Rule
    144” 	1.1(a)
    of Appendix A
	“Rule
    144A” 	1.1(a)
    of Appendix A
	“Rule
    144A Global Note” 	2.1(b)
    of Appendix A
	“Rule
    144A Notes” 	2.1(a)
    of Appendix A
	“Second
    Commitment”	4.16(b)
	“Successor
    Company”	5.01(a)
	“Successor
    Guarantor”	5.01(c)
	“Suspended
    Covenants”	4.17(a)
	“Suspension
    Date”	4.17(a)
	“Suspension
    Period”	4.17(b)
	“Unrestricted
    Global Note”	1.1(a)
    of Appendix A


 


		Section
                          1.03	Rules
                                         of Construction.



 


Unless
the context otherwise requires:


 


(1)           a
term defined in Section 1.01 or 1.02 has the meaning assigned to it therein;


 


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


 


(3)           “or”
is not exclusive;


 


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


 


(5)           provisions
apply to successive events and transactions;


 


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


 


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


 






    -34-


     


    

 



 


(8)               
“including” means including without limitation;


 


(9)               
references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement
or successor sections or rules adopted by the SEC from time to time;


 


(10)             
unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other
modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited
by the terms of this Indenture; and


 


(11)             
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.


 


		Section
                          1.04	[Reserved].



 


		Section
                          1.05	Acts
                                         of Holders.



 


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


 


(b)               
The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit of a witness
of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or (2) in any other
manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an
individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact
and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.


 


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


 


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


 






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(e)               
The Company may set a record date for purposes of determining the identity of Holders entitled to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on
or consent to any action authorized or permitted to be taken by Holders; provided that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Company prior to the first
solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote,
any such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the
most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to
this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not
such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made,
given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected
Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at
its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder in the manner set forth in Section 12.02.


 


(f)                
The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making
of (1) any notice of default under Section 6.01(a), (2) any declaration of acceleration referred to in Section 6.02, (3)
any direction referred to in Section 6.05 or (4) any request to pursue a remedy as permitted in Section 6.06. If any
record date is set pursuant to this paragraph, the Holders on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after
any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be given to the Company and to each Holder in the manner
set forth in Section 12.02.


 


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


 


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


 


(i)                
The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global
Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders; provided that if such a record date is fixed, only the beneficial
owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial
owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the
applicable Expiration Date.


 






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(j)                
With respect to any record date set pursuant to this Section 1.05, the party hereto that sets such record date may designate any
day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Notes in the manner set forth in Section 12.02, on or prior to both the existing
and the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section
1.05, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record
date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this clause
(j).


 


ARTICLE
2



THE NOTES


 


		Section
                          2.01	Form
                                         and Dating; Terms.



 


(a)               
Provisions relating to the Initial Notes, Additional Notes, and any other Notes issued under this Indenture are set forth in Appendix A,
which is hereby incorporated in and expressly made a part of this Indenture. However, to the extent that any provision of Appendix
A conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The
Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall
be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


(b)               
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.


 


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


 


The
Notes shall be subject to repurchase by the Company pursuant to an Asset Disposition Offer as provided in Section 4.16 or a Change
of Control Offer as provided in Section 4.15, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable,
other than as provided in Article 3.


 


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company without notice
to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the
same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the first interest payment
date and the first date from which interest will accrue) as the Initial Notes; provided that the Company’s ability
to issue Additional Notes shall be subject to the Company’s compliance with Section 4.09. Any Additional Notes shall be
issued with the benefit of a supplemental indenture to this Indenture.


 






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		Section
                          2.02	Execution
                                         and Authentication.



 


(a)               
At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature
is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.


 


(b)               
A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of an authorized signatory of
the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.


 


(c)               
On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication
Order”) and an Opinion of Counsel, authenticate and deliver the Initial Notes. In addition, at any time and from time
to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate
principal amount specified in such Authentication Order for such Additional Notes issued hereunder.


 


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


 


(e)               
The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the
Company (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, (ii) subject
to the terms of this Indenture, Additional Notes, (iii) any other Unrestricted Global Notes issued in exchange for any of the
foregoing in accordance with this Indenture and (iv) Notes pursuant to Sections 2.06, 2.07, 2.10, 3.06, 3.09, 4.15, 4.16
and 9.05 in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on
which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other
Unrestricted Global Notes.


 


		Section
                          2.03	Registrar
                                         and Paying Agent.



 


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


 


(b)               
The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. The Company
initially appoints the Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the
Global Notes.


 


(c)               
The Company will be responsible for making calculations called for under the Notes, including but not limited to determination
of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will provide
a schedule of its calculations to the Trustee when requested by the Trustee, and, absent manifest error, the Trustee is entitled
to rely conclusively on the accuracy of the Company’s calculations without independent verification.


 






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		Section
                          2.04	Paying
                                         Agent to Hold Money in Trust.



 


The
Company shall, no later than 11:00 a.m. (New York City time) on each due date for the payment of principal, premium, if any, and
interest on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for
the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee
of its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that
such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment
of principal, premium, if any, and interest on the Notes, and shall notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, a Paying Agent shall have no further liability for the money. If the Company or a Restricted Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.
Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


		Section
                          2.05	Holder
                                         Lists.



 


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


 


		Section
                          2.06	Transfer
                                         and Exchange.



 


(a)               
The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer
and in compliance with Appendix A.


 


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


 


(c)               
No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange (other than pursuant to Section 2.07), but the Company may require Holders to pay any
transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05).


 


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


 


(e)               
Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during
a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02
and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected
for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition
Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or
(3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.


 






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


 


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


 


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


 


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


 


		Section
                          2.07	Replacement
                                         Notes.



 


If
a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken
and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are otherwise met. If required by the Trustee or the Company, an indemnity bond must be provided by the Holder that
is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the
Company and the Trustee in replacing a Note. Every replacement Note is a contractual obligation of the Company and shall be entitled
to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding
the foregoing provisions of this Section 2.07, in case any mutilated, lost, destroyed or wrongfully taken Note has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.


 


		Section
                          2.08	Outstanding
                                         Notes.



 


(a)               
The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company
or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section 3.07(b).


 






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(b)               
If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial
Code in effect in the State of New York.


 


(c)               
If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases
to accrue from and after the date of such payment.


 


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


 


		Section
                          2.09	Treasury
                                         Notes.



 


In
determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver or consent,
Notes beneficially owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any
obligor upon the Notes or any Affiliate of the Company or of such other obligor.


 


		Section
                          2.10	Temporary
                                         Notes.



 


Until
definitive Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that
the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders
and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Indenture.


 


		Section
                          2.11	Cancellation.



 


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


 


		Section
                          2.12	Defaulted
                                         Interest.



 


(a)               
If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record
date, in each case at the rate provided in the Notes and in Section 4.01. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this
Section 2.12. The Company shall fix or cause to be fixed each such special record date and payment date; provided that
no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee
shall promptly notify the Company of such special record date. At least 15 days before the special record date, the Company (or,
upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or deliver by electronic
transmission in accordance with the Applicable Procedures, or cause to be mailed or delivered by electronic transmission in accordance
with the Applicable Procedures to each Holder, a notice that states the special record date, the related payment date and the
amount of such interest to be paid.


 






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


 


		Section
                          2.13	CUSIP
                                         and ISIN Numbers



 


The
Company in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee may use CUSIP or
ISIN numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption or exchange or in Offers to Purchase and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption or exchange or Offer to Purchase shall not be affected by any defect in
or omission of such numbers. The Company shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP
or ISIN numbers.


 


ARTICLE
3



REDEMPTION


 


		Section
                          3.01	Notices
                                         to Trustee.



 


If
the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least five Business Days before
notice of redemption is required to be mailed or sent or caused to be mailed or sent to Holders pursuant to Section 3.03 (unless
a shorter notice shall be agreed to by the Trustee) but not more than 60 days before a redemption date, an Officers’ Certificate
setting forth (1) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption shall
occur, (2) the redemption date, (3) the principal amount of the Notes to be redeemed, (4) the redemption price, if then ascertainable,
and (5) any condition precedent to such redemption pursuant to Section 3.07(f).


 


		Section
                          3.02	Selection
                                         of Notes to Be Redeemed or Purchased.



 


(a)               
If less than all of the Notes are to be redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased on a pro rata basis, by lot in accordance with the Applicable
Procedures or by such other method as the Trustee in its sole discretion deems to be fair and appropriate. In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein,
not less than 15 nor more than 60 days prior to the redemption date by the Trustee from the then outstanding Notes not previously
called for redemption or purchase.


 






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


 


(c)               
After the redemption date, upon surrender of a Note to be redeemed in part only, a new Note or Notes in principal amount equal
to the unredeemed portion of the original Note, representing the same Indebtedness to the extent not redeemed, shall be issued
in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect
such partial redemption).


 


		Section
                          3.03	Notice
                                         of Redemption.



 


(a)               
Subject to Section 3.09, the Company shall mail or deliver by electronic transmission in accordance with the Applicable Procedures,
or cause to be mailed (or delivered by electronic transmission in accordance with the Applicable Procedures) notices of redemption
of Notes not less than 15 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed
pursuant to this Article at such Holder’s registered address or otherwise in accordance with the Applicable Procedures,
except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date if the notice is issued
in connection with Article 8 or Article 11.


 


(b)               
The notice shall identify the Notes to be redeemed (including CUSIP and ISIN number, if applicable) and shall state:


 


(1)               
the redemption date;


 


(2)               
the redemption price, including the portion thereof representing any accrued and unpaid interest; provided that in connection
with a redemption under Section 3.07(a), the notice need not set forth the redemption price but only the manner of calculation
thereof;


 


(3)               
if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;


 


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


 


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


 


(6)               
that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption
date;


 






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


 


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


 


(9)               
if applicable, any condition to such redemption.


 


(c)               
At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s
expense; provided that the Company shall have delivered to the Trustee, at least five Business Days before notice of redemption
is required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed
to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice, together with the notice to be
given, setting forth the information to be stated in such notice as provided in Section 3.03(b).


 


(d)               
If any notice of redemption is conditioned upon the satisfaction of one or more conditions precedent, such notice shall state
that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall
be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall
not have been satisfied by the redemption date, or by the redemption date so delayed. If any such condition precedent has not
been satisfied, the Company will provide prompt written notice to the Trustee delaying or rescinding such redemption not later
than 5:00 p.m. (New York City time) two Business Days immediately prior to the redemption date, and the Company may delay such
redemption until a new redemption date set forth in such notice (provided that such new redemption date shall not be more
than 60 days after the date the original redemption notice was mailed (or delivered by electronic transmission in accordance with
the Applicable Procedures) pursuant to Section 3.03(a)) or rescind the redemption and notice of redemption, in which case the
notice of redemption shall be of no force or effect and the redemption of the Notes shall not occur. Upon receipt of such notice
from the Company, if requested by the Company, the Trustee shall promptly send a copy of such notice to the Holders of the Notes
to be redeemed in the same manner in which the notice of redemption was given if such notice was delivered by the Trustee.


 


		Section
                          3.04	Effect
                                         of Notice of Redemption.



 


Once
notice of redemption is mailed or delivered in accordance with Section 3.03, Notes called for redemption become irrevocably due
and payable on the redemption date at the redemption price (except as provided for in Section 3.07(f)). The notice, if mailed
or delivered by electronic transmission in a manner herein provided, shall be conclusively presumed to have been given, whether
or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of
any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of
any other Note. Subject to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes
called for redemption.


 


		Section
                          3.05	Deposit
                                         of Redemption or Purchase Price.



 


(a)               
No later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such later time on such date as consistent
with the Applicable Procedures to which the Trustee may reasonably agree), the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be
redeemed or purchased on that date. If funds for such purpose are on deposit, the Paying Agent shall promptly send or mail to
each Holder whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and
unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued
and unpaid interest on, all Notes to be redeemed or purchased.


 






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(b)               
If the Company complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest shall cease
to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after
a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest, to, but excluding, the
redemption or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name
such Note is registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a),
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and, to the
extent lawful, on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01.


 


		Section
                          3.06	Notes
                                         Redeemed or Purchased in Part.



 


Upon
surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order,
the Trustee shall promptly authenticate and mail to the Holder (or cause to be transferred by book entry) at the expense of the
Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the
same Indebtedness to the extent not redeemed or purchased; provided that each new Note shall be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture
to the contrary, only an Authentication Order and not an Opinion of Counsel or Officers’ Certificate is required for the
Trustee to authenticate such new Note.


 


		Section
                          3.07	Optional
                                         Redemption.



 


(a)               
At any time prior to May 15, 2022, the Company may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03
at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued
and unpaid interest, if any, to, but excluding, the redemption date. Promptly after the determination thereof, the Company shall
give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible
for such calculation.


 


(b)               
Prior to May 15, 2022, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount
of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity
Offerings, upon notice pursuant to Section 3.03, at a redemption price equal to 106.375% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date; provided
that (1) at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance
of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (2) such redemption occurs
within 90 days after the date of closing of such Equity Offering.


 


(c)               
Except pursuant to clause (a) or (b) of this Section 3.07, the Notes shall not be redeemable at the Company’s option
prior to May 15, 2022.


 






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(d)               
On and after May 15, 2022, the Company may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at
the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued
and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, if redeemed during the 12-month period
beginning on May 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	2022	 	 	103.188	%
	2023	 	 	101.594	%
	2024
    and thereafter	 	 	100.000	%



 


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


 


(f)                
Any redemption notice in connection with this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions
precedent, including the consummation of any related Equity Offering or other corporate transaction or event.


 


(g)               
The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions
or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms
of this Indenture.


 


		Section
                          3.08	Mandatory
                                         Redemption.



 


The
Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


		Section
                          3.09	Offers
                                         to Repurchase by Application of Excess Proceeds.



 


(a)               
In the event that, pursuant to Section 4.16, the Company is required to commence an Asset Disposition Offer, the Company will
follow the procedures specified below.


 


(b)               
The Asset Disposition Offer will remain open for the Asset Disposition Offer Period. No later than the Asset Disposition Purchase
Date, the Company will apply all Excess Proceeds to the purchase of the Asset Disposition Offer Amount, or, if less than the Asset
Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and Pari
Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made
in the same manner as redemption payments on the Notes are made.


 


(c)               
If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest to the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Date to the Person in whose
name a Note is registered at the close of business on such Record Date.


 


(d)               
Upon the commencement of an Asset Disposition Offer, the Company shall mail a notice (or, in the case of Global Notes, otherwise
communicate in accordance with the Applicable Procedures of the Depository) to each of the Holders, with a copy to the Trustee,
which notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of Pari Passu Indebtedness.
The notice, which shall govern the terms of the Asset Disposition Offer, shall state:


 


(1)               
that the Asset Disposition Offer is being made pursuant to this Section 3.09 and Section 4.16 and the length of time the Asset
Disposition Offer shall remain open;


 






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(2)               
the Asset Disposition Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest,
and the Asset Disposition Purchase Date;


 


(3)               
that any Note not properly tendered or accepted for payment shall continue to accrue interest;


 


(4)               
that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Disposition Offer
will cease to accrue interest on and after the Asset Disposition Purchase Date;


 


(5)               
that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer may elect to have Notes purchased in integral
multiples of $1,000 only;


 


(6)               
that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or to transfer such Note
by book-entry transfer, to the Company, the Depositary, if applicable, or a Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date;


 


(7)               
that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may
be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a telegram,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for
purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;


 


(8)               
that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset
Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on
the aggregate accreted value or principal amount, as applicable, of the Notes or such Pari Passu Indebtedness validly tendered
and not properly withdrawn and the selection of the Notes for purchase shall be made by the Trustee by such method as the Trustee
in its sole discretion shall deem to be fair and appropriate, although no Note having a principal amount of $2,000 shall be purchased
in part; and


 


(9)               
that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer) representing the same Indebtedness to the extent not repurchased.


 


(e)               
On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata
basis to the extent necessary or as otherwise provided in Section 4.16(c), the Asset Disposition Offer Amount of Notes and
Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer,
or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu
Indebtedness so tendered, in the case of the Notes, in integral multiples of $1,000; provided that if, following repurchase
of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less
than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note
outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered, to the Trustee the
Notes so accepted and an Officers’ Certificate stating the aggregate principal amount of Notes so accepted and that such
Notes were accepted for payment by the Company in accordance with the terms of this Section 3.09. In addition, the Company will
deliver all certificates and instruments, if any, required by the agreements governing the Pari Passu Indebtedness.


 






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(f)                
The Paying Agent or the Company, as the case may be, will promptly, but in no event later than five Business Days after termination
of the Asset Disposition Offer Period, mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures)
to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price
of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may
be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of
an Authentication Order from the Company, will authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures)
such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion
of Counsel or Officers’ Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a
principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in
a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company will take any and all
other actions required by the agreements governing the Pari Passu Indebtedness with respect to the applicable Asset Disposition.
Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof.


 


(g)               
The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent
that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture
by virtue of any conflict.


 


(h)               
Other than as specifically provided in this Section 3.09 or Section 4.16, any purchase pursuant to this Section 3.09 shall be
made pursuant to the applicable provisions of Sections 3.01 through 3.06.


 


ARTICLE
4



COVENANTS


 


		Section
                          4.01	Payment
                                         of Notes.



 


(a)               
The Company will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent,
if other than the Company or a Subsidiary, holds as of 11:00 a.m. (New York City time), on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay the principal, premium, if any, and interest then
due.


 


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


 






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		Section
                          4.02	Maintenance
                                         of Office or Agency.



 


The
Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Company and the Guarantors in respect of the Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The
Company may also from time to time designate additional offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


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


 


		Section
                          4.03	Taxes.



 


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


 


		Section
                          4.04	Stay,
                                         Extension and Usury Laws.



 


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


 


		Section
                          4.05	Corporate
                                         Existence.



 


Subject
to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (1)
its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted
Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (2) the rights (charter and statutory), licenses and franchises of the Company and
its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership, limited liability company or other existence of any of its Restricted Subsidiaries, if the Company
in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries, taken as a whole.


 






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		Section
                          4.06	Reports
                                         and Other Information.



 


(a)               
Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules
and regulations promulgated by the SEC, the Company will file with the SEC within the time periods (including any grace period
or extension permitted by the SEC) specified in the SEC’s rules and regulations that are then applicable to the Company
(or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable
to a filer that is not an “accelerated filer” as defined in such rules and regulations):


 


(1)               
all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable
form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of
operations” section and a report on the annual financial statements by the Company’s independent registered public
accounting firm;


 


(2)               
all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable
form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of
operations” section; and


 


(3)               
all current reports that would be required to be filed with the SEC on Form 8-K, or any successor or comparable form, if the Company
were required to file such reports.


 


(b)               
Notwithstanding Section 4.06(a), the Company will not be obligated to file such reports with the SEC if the SEC does not permit
such filings, so long as the Company provides such information to the Trustee and the Holders and makes available such information
to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would
be required to file such information pursuant to Section 4.06(a). In addition, to the extent not satisfied by the foregoing, for
so long as any Notes are outstanding, the Company will furnish to Holders and to securities analysts and prospective purchasers
of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
so long as the Notes are not freely transferable under the Securities Act.


 


(c)               
The requirements set forth in Sections 4.06(a) and 4.06(b) may be satisfied by the Company posting the required reports on its
website or delivering such information to the Trustee and posting copies of such information on any website (which may be nonpublic
and may be maintained by the Company or a third party) to which access will be given to Holders, securities analysts and prospective
purchasers of the Notes, in each case within the time periods that would apply if the Company were required to file those reports
with the SEC.


 


(d)               
In addition, no later than ten Business Days after the date the annual and quarterly financial information for the prior fiscal
period have been furnished pursuant to Section 4.06(a)(1) or (2), the Company shall also hold live quarterly conference calls
with the opportunity to ask questions of management; provided that, as long as the Company holds quarterly conference calls
for investors in its common stock, it shall not be required to hold separate or additional conference calls for the benefit of
the Holders and beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial
institutions. No fewer than five Business Days prior to the date such conference call is to be held, the Company shall issue a
press release to the appropriate U.S. wire services announcing such conference call, which press release shall contain information
on how and when to access such conference call.


 






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(e)               
If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either
individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information
required by this Section 4.06 shall include a reasonably detailed presentation, as determined in good faith by Senior Management
of the Company, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s
discussion and analysis of financial condition and results of operations” section, of the financial condition and results
of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries.


 


(f)                
Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s
receipt of such shall 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 or under the Notes (as to which
the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no obligation to monitor
or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports
or other documents filed with the SEC or posted on the Company’s website, or participate in any conference calls.


 


		Section
                          4.07	Compliance
                                         Certificate.



 


(a)               
The Company will deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate
from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge,
the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture
(or, if a Default shall have occurred and be continuing, describing all such Defaults of which he or she may have knowledge and
what action the Company is taking or propose to take with respect thereto).


 


(b)               
When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the
Company will promptly (which shall be within ten days following the date on which the Company becomes aware of such Default, receives
notice of such Default or becomes aware of such action, as applicable) send to the Trustee an Officers’ Certificate specifying
such event, its status and what action the Company is taking or proposes to take with respect thereof.


 


		Section
                          4.08	Limitation
                                         on Restricted Payments.



 


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


 


(1)               
declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of
its or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) other than:


 






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(A)             
dividends or distributions payable solely in Capital Stock of the Company (other than Disqualified Stock); and


 


(B)              
dividends or distributions by a Restricted Subsidiary, so long as, in the case of any dividend or distribution payable on or in
respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the Company or the Restricted
Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend or distribution;


 


(2)               
purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Capital
Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary;


 


(3)               
make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any
scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated
Obligations, other than:


 


(A)             
Indebtedness of the Company owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by the Company
or any other Guarantor permitted under clause (5) of Section 4.09(b); or


 


(B)             
the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated
Obligations of any Guarantor purchased in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or
retirement; or


 


(4)               
make any Restricted Investment


 


(all
such payments and other actions referred to in clauses (1) through (4) of this Section 4.08(a) (other than any exception thereto)
shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted
Payment:


 


(A)             
no Default shall have occurred and be continuing (or would result therefrom);


 


(B)             
immediately after giving effect to such transaction on a pro forma basis, the Company could Incur $1.00 of additional Indebtedness
under Section 4.09(a); and


 


(C)             
the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to August 30, 2016
(including Restricted Payments permitted by clauses (4), (5), (6), (7) and (13) of Section 4.08(b) but excluding Restricted Payments
permitted by all other clauses of Section 4.08(b)) would not exceed the sum of (without duplication):


 


(i)                
50% of Consolidated Net Income for the period (treated as one accounting period) from June 19, 2016 to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such
Consolidated Net Income is a deficit, minus 100% of such deficit); plus


 






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(ii)              
100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company
from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to August
30, 2016, other than:


 


		(x)	Net
                                         Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary
                                         of the Company or to an employee stock ownership plan, option plan or similar trust to
                                         the extent such sale to an employee stock ownership plan, option plan or similar trust
                                         is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless
                                         such loans have been repaid with cash on or prior to the date of determination; and



 


		(y)	Net
                                         Cash Proceeds received by the Company from the issue and sale of its Capital Stock or
                                         capital contributions to the extent applied in accordance with Section 4.08(b)(7)(A);
                                         plus



 


(iii)              
the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s consolidated
balance sheet upon the conversion or exchange (other than Indebtedness held by a Subsidiary of the Company) subsequent to August
30, 2016 of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed
by the Company upon such conversion or exchange); plus


 


(iv)              
the amount equal to the net reduction in Restricted Investments and received in respect of Restricted Investments made by the
Company or any of its Restricted Subsidiaries in any Person resulting from:


 


		(x)	repurchases
                                         or redemptions of such Restricted Investments by such Person, proceeds realized upon
                                         the sale of such Restricted Investment to a purchaser that is not an Affiliate, repayments
                                         of loans or advances or other transfers of assets (including by way of dividend or distribution)
                                         by such Person to the Company or any Restricted Subsidiary (other than for reimbursement
                                         of tax payments), and the amount of any cancellation of any Guarantee or other contingent
                                         obligation constituting a Restricted Investment; or



 


		(y)	the
                                         redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger or
                                         consolidation of an Unrestricted Subsidiary with and into the Company or any of its Restricted
                                         Subsidiaries (valued in each case as provided in the definition of “Investment”),



 


which
amount in each case under this clause (iv) was previously included in the calculation of the amount of Restricted Payments; provided,
however, that no amount will be included under this clause (iv) to the extent it is already included in Consolidated
Net Income; plus


 


(v)               
$75.0 million.


 






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(b)               
The provisions of Section 4.08(a) will not prohibit:


 


(1)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated
Obligations of the Company or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds
of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock
ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such
loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash
Proceeds from such sale of Capital Stock will be excluded from clause (C)(ii) of Section 4.08(a);


 


(2)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company
or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Subordinated Obligations of the Company or any purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Guarantor Subordinated Obligations of any Guarantor made by exchange for or out of the proceeds of the substantially concurrent
sale of Guarantor Subordinated Obligations of a Guarantor, so long as such refinancing Subordinated Obligations or Guarantor Subordinated
Obligations are permitted to be Incurred pursuant to Section 4.09 and constitute Refinancing Indebtedness;


 


(3)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a
Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of
the Company or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to
be Incurred pursuant to Section 4.09 and constitutes Refinancing Indebtedness;


 


(4)               
the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (A)
at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of
Control in accordance with provisions similar to Section 4.15 or (B) at a purchase price not greater than 100% of the principal
amount thereof in accordance with provisions similar to Section 4.16; provided that, prior to or simultaneously with such
purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer
or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase
or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;


 


(5)               
any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the extent
permitted under Section 4.16;


 


(6)               
dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with
this Section 4.08;


 


(7)               
the purchase, redemption or other acquisition (including by cancellation of Indebtedness), cancellation or retirement for value
of Capital Stock or equity appreciation rights of the Company or any direct or indirect parent of the Company held by any existing
or former directors, officers or employees of the Company or any Subsidiary of the Company or their assigns, estates or heirs,
in each case in connection with the repurchase provisions under stock option or stock purchase agreements or other agreements
to compensate such persons approved by the Board of Directors of the Company or upon their death, disability or termination; provided
that such Capital Stock or equity appreciation rights were received for services related to, or for the benefit of, the Company
and its Restricted Subsidiaries; and provided, further, that such redemptions or repurchases pursuant to this clause
will not exceed $25.0 million in the aggregate, although such amounts may be increased by an amount not to exceed:


 






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(A)             
the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company and, to the extent contributed
to the Company, the Net Cash Proceeds from the sale of Capital Stock of any of the Company’s direct or indirect parent companies,
in each case to existing or former directors, officers or employees of the Company, or any of its Subsidiaries that occurs after
the Issue Date, to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied to the
payment of Restricted Payments; plus


 


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


 


(C)             
the amount of any Restricted Payments made since the Issue Date with the Net Cash Proceeds described in clauses (A) and (B) of
this clause (7);


 


(8)               
the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance
with the terms of this Indenture to the extent such dividends are included in the definition of “Consolidated Interest
Expense”;


 


(9)               
repurchases of Capital Stock deemed to occur upon the exercise, conversion or exchange of stock options, warrants, other rights
to purchase Capital Stock or other convertible or exchangeable securities if such Capital Stock represents all or a portion of
the exercise price thereof;


 


(10)           
the distribution, by dividend or otherwise, of shares of Capital Stock of Unrestricted Subsidiaries (other than Unrestricted Subsidiaries
the primary assets of which are cash and/or cash equivalents);


 


(11)           
any payment of cash by the Company in respect of fractional shares of the Company’s Capital Stock upon the exercise, conversion
or exchange of any stock options, warrants, other rights to purchase Capital Stock or other convertible or exchangeable securities;


 


(12)           
any payment of cash by the Company or any Subsidiary issuer to a holder of Convertible Notes upon conversion or exchange of such
Convertible Notes, which cash payment is made at the election of the Company or such Subsidiary and does not exceed an amount
equal to the principal amount of the Convertible Notes that are converted or exchanged and any accrued interest paid thereon;


 


(13)           
the purchase of any Permitted Bond Hedge;


 


(14)           
any Restricted Payment, so long as immediately after giving effect to such Restricted Payment, the Net Leverage Ratio on the date
of the making of such Restricted Payment is less than 3.5 to 1.0; and


 


(15)           
other Restricted Payments not to exceed $50.0 million in the aggregate during any fiscal year; provided, however,
that at the time of and after giving effect to, any Restricted Payment permitted under clauses (5), (7), (8), (10), (14) and (15),
no Default shall have occurred and be continuing or would occur as a consequence thereof.


 






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(c)               
The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of
the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to such Restricted Payment. The amount of any Restricted Payment paid in cash shall be its face amount.


 


(d)               
To the extent any cash or any other property (other than Capital Stock of the Company which is not Disqualified Stock) is distributed
by the Company or any of its Restricted Subsidiaries upon the conversion or exchange of any Indebtedness of the Company or its
Restricted Subsidiaries convertible or exchangeable for Capital Stock of the Company, (1) any amount of such cash or property
that exceeds the principal amount of the Indebtedness that is converted or exchanged and any accrued interest paid thereon (and
only such excess amount) shall be deemed to be a Restricted Payment described in clause (2) of Section 4.08(a) and (2) the amount
of such cash or property up to an amount equal to the principal amount of the Indebtedness that is converted or exchanged and
any accrued interest paid thereon shall be deemed to be a Restricted Payment described in clause (3) of Section 4.08(a) if such
Indebtedness is a Subordinated Obligation or Guarantor Subordinated Obligation. If the Company or any of its Restricted Subsidiaries
repurchases any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock of the
Company in the open market at a price in excess of the principal amount of such Indebtedness and any accrued interest thereon,
such excess amount (and only such excess amount) shall be deemed to be a Restricted Payment described in clause (2) of Section
4.08(a).


 


(e)               
For the avoidance of doubt, this Section 4.08 shall not restrict the making of any “AHYDO catch-up payment” with respect
to, and required by the terms of, any Indebtedness of the Company or any of the Restricted Subsidiaries permitted to be incurred
under the terms of this Indenture.


 


	Section 4.09	Limitation
                                         on Indebtedness.



 


(a)               
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness
(including Acquired Indebtedness); provided, however, that the Company and any of its Restricted Subsidiaries may
Incur Indebtedness if on the date thereof and after giving effect thereto on a pro forma basis (after giving effect to
the application of the proceeds of such Incurrence) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries
is at least 2.0 to 1.0; provided, further, that Non-Guarantor Subsidiaries may not Incur Indebtedness pursuant to the Consolidated
Coverage Ratio test under this Section 4.09(a) if, after giving pro forma effect to such Incurrence (including the application
of the proceeds therefrom), more than an aggregate of the greater of (x) $125.0 million and (y) 5.0% of Total Assets at the time
of Incurrence of Indebtedness of Non-Guarantor Subsidiaries would be outstanding pursuant to the Consolidated Coverage Ratio test
under this Section 4.09(a),


 


(b)               
The provisions of Section 4.09(a) will not prohibit the Incurrence of the following Indebtedness:


 


(1)               
Indebtedness of the Company or any Restricted Subsidiary Incurred under a Debt Facility (including Indebtedness outstanding under
the Senior Credit Facility on the Issue Date) and the issuance and creation of letters of credit and bankers’ acceptances
thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within
30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof)
in an aggregate amount outstanding at any one time not to exceed the greater of (x) $1,750.0 million and (y) an amount such that
the Secured Net Leverage Ratio is less than or equal to 3.0 to 1.0 (assuming, for purposes of the calculation of the Secured Net
Leverage Ratio, that any commitments with respect to Indebtedness under any revolving Debt Facility permitted to be incurred under
this clause (1) are fully drawn on such date);


 






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(2)               
Indebtedness represented by the Notes (including any Note Guarantee) (other than any Additional Notes);


 


(3)               
Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (including the Existing Notes) (other
than Indebtedness described in clauses (1), (2), (4), (5), (6), (8), (11), (15) and (16) of this Section 4.09(b));


 


(4)               
Guarantees by (A) the Company or Guarantors of Indebtedness permitted to be Incurred by the Company or a Guarantor in accordance
with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated
Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the
Notes or the Note Guarantee, as the case may be, to the same extent as the Subordinated Obligation or Guarantor Subordinated Obligation,
as applicable, and (B) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with
the provisions of this Indenture;


 


(5)               
Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of
a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity);
provided, however, that for purposes of this clause (5),


 


(A)       any
subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially
held by a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and


 


(B)       any
sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company (other
than a Receivables Entity),


 


shall
be deemed, in each case under this clause (5), to constitute an Incurrence of such Indebtedness by the Company or such Restricted
Subsidiary, as the case may be, as of the time of such issuance or transfer;


 


(6)               
Disqualified Stock or Preferred Stock of a Restricted Subsidiary held by the Company or any other Restricted Subsidiary (other
than a Receivables Entity); provided, however, (A) any subsequent issuance or transfer of Capital Stock or any other
event which results in such Disqualified Stock or Preferred Stock being beneficially held by a Person other than the Company or
a Restricted Subsidiary of the Company (other than a Receivables Entity) and (B) any sale or other transfer of any such Disqualified
Stock or Preferred Stock to a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables
Entity), shall be deemed, in each case under this clause (6), to constitute an Incurrence of such Disqualified Stock or Preferred
Stock by such Subsidiary, as of the time of such issuance or transfer;


 









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(7)               
Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or all or substantially
all of the assets of such Person were acquired by, or such Person was merged with or into, the Company or any Restricted Subsidiary
(other than Indebtedness Incurred (i) to provide all or any portion of the funds utilized to consummate the transaction or
series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired
or merged with or into the Company or a Restricted Subsidiary or (ii) otherwise in connection with, or in contemplation of, such
acquisition or merger); provided, however, that at the time such Person is acquired by, or such Person is merged
with or into the Company or a Restricted Subsidiary, either


 


(A)       the
Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) on a pro forma basis
after giving effect to the Incurrence of such Indebtedness (and any application of the proceeds thereof) pursuant to this clause
(7); or


 


(B)       on
a pro forma basis, the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries is higher than such ratio
immediately prior to such acquisition or merger;


 


(8)               
Indebtedness under Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(9)               
Indebtedness (including Capitalized Lease Obligations) of the Company or a Restricted Subsidiary Incurred to finance the acquisition,
purchase, lease, construction or improvement of any property, real property, plant or equipment used or to be used in the business
of the Company or such Restricted Subsidiary, whether through the direct purchase or acquisition of such property, real property,
plant or equipment or through the purchase or acquisition of the Capital Stock of any Person owning such property, real property,
plant or equipment, and any Indebtedness of the Company or a Restricted Subsidiary which serves to refund or refinance any Indebtedness
Incurred pursuant to this clause (9), in an aggregate outstanding principal amount which, when taken together with the principal
amount of all other Indebtedness Incurred pursuant to this clause (9) and then outstanding, will not exceed the greater of
(A) $75.0 million and (B) 3.0% of Total Assets at the time of Incurrence;


 


(10)           
Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health,
disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid,
surety, appeal and similar bonds and completion Guarantees (not for borrowed money) and similar obligations in the ordinary course
of business;


 


(11)           
Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase
price, earn-out or similar obligations, or letters of credit, surety bonds or performance bonds securing any obligations of the
Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case, Incurred or assumed in connection with
the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Restricted
Subsidiary or any business, assets or Capital Stock of any Person, other than Guarantees of Indebtedness Incurred by any Person
acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided
that with respect to a disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed
the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received
and without giving effect to subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in
connection with such disposition;


 






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(12)           
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished
within five Business Days of Incurrence;


 


(13)           
Indebtedness Incurred in Qualified Receivables Transactions and Factoring Transactions in an aggregate principal amount which,
when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and then outstanding,
will not exceed $300.0 million at the time of Incurrence;


 


(14)           
the Incurrence or issuance by the Company or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund or refinance
any Indebtedness Incurred as permitted under Section 4.09(a) and clauses (2), (3), (7) and this clause (14) of this Section 4.09(b),
or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums
(including reasonable, as determined in good faith by the Company, tender premiums), defeasance and discharge costs, accrued interest
and fees and expenses in connection therewith;


 


(15)           
Indebtedness consisting of Indebtedness issued by the Company or any Restricted Subsidiary to existing or former directors, officers
or employees of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case to finance the purchase,
redemption or other acquisition of Capital Stock or equity appreciation rights of the Company to the extent described in clause
(7) of Section 4.08(b);


 


(16)           
Cash Management Obligations and guarantees in respect thereof incurred in the ordinary course of business;


 


(17)           
Indebtedness representing installment insurance premiums of the Company or any Restricted Subsidiary owing to insurance companies
in the ordinary course of business;


 


(18)           
unsecured guarantees Incurred in the ordinary course of business by the Company of operating leases of Subsidiaries; and


 


(19)           
in addition to the items referred to in clauses (1) through (18) of this Section 4.09(b), Indebtedness of the Company and its
Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all
other Indebtedness Incurred pursuant to this clause (19) and then outstanding, will not exceed 5.0% of Total Assets at the
time of Incurrence.


 


(c)               
The Company will not Incur any Indebtedness under Section 4.09(b) if the proceeds thereof are used, directly or indirectly, to
refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the
same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness under Section 4.09(b) if the proceeds thereof
are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness
will be subordinated to the obligations of such Guarantor under its Note Guarantee to at least the same extent as such Guarantor
Subordinated Obligations. No Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness
of the Company or Guarantors solely by virtue of being unsecured, by virtue of being secured on a junior priority basis, by reason
of any liens or guarantees arising or created in respect thereof, or by virtue of the fact that the holders of any Secured Indebtedness
have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral
held by them,


 






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(d)               
For purposes of determining compliance with this Section 4.09:


 


(1)               
in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.09(b) or
may be Incurred under Section 4.09(a), the Company, in its sole discretion, will classify such item of Indebtedness on the date
of Incurrence and may later reclassify such item of Indebtedness in any manner that complies with Section 4.09(a) or Section 4.09(b)
and will be entitled to divide the amount and type of such Indebtedness among Section 4.09(a) and more than one of the clauses
of Section 4.09(b); provided that all Indebtedness outstanding on the Issue Date under the Senior Credit Facility, and
all Indebtedness (or the portion thereof) Incurred under clause (1) of Section 4.09(b) (including any Indebtedness in respect
of commitments outstanding on the Issue Date), shall be deemed Incurred under clause (1) of Section 4.09(b) and not Section 4.09(a)
or clause (3) of Section 4.09(b) and may not later be reclassified;


 


(2)               
if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and relate to other Indebtedness, then
such letters of credit shall be treated as Incurred pursuant to clause (1) of Section 4.09(b) and such other Indebtedness shall
not be included; and


 


(3)               
except as provided in clause (2) of this Section 4.09(d), Guarantees of, or obligations in respect of letters of credit relating
to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included
in the calculation of such particular amount.


 


(e)               
Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of
interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock
or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09.


 


(f)                
In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of
Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any
Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness
is not permitted to be Incurred as of such date under this Section 4.09, the Company shall be in Default of this Section 4.09).


 


(g)               
For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant
currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed,
in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded
if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount
of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of
fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness,
if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange
rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing.


 






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(h)               
The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired
Indebtedness) that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated
or junior in right of payment to any other Indebtedness (including Acquired Indebtedness) of the Company or such Guarantor, as
the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s
Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness
of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be contractually
subordinated or junior in right of payment to any other Indebtedness solely by virtue of (i) being unsecured or (ii) its having
a junior priority with respect to the same collateral.


 


	Section 4.10	Limitation
                                         on Liens.



 


The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur, assume or
suffer to exist any Lien (other than Permitted Liens) upon any of its properties or assets (including Capital Stock of Subsidiaries),
or income or profits therefrom, whether owned on the Issue Date or acquired after that date, which Lien is securing any Indebtedness,
unless contemporaneously with the Incurrence of such Liens:


 


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


 


(2)               
in all other cases, the Notes and related Note Guarantees are equally and ratably secured or are secured by a Lien on such property,
assets or proceeds that is senior in priority to such Liens.


 


Any
Lien created for the benefit of Holders pursuant to this Section 4.10 shall be automatically and unconditionally released and
discharged upon the release and discharge of each of the related Liens described in clauses (1) and (2) above.


 


	Section 4.11	Future
                                         Guarantors.



 


(a)       The
Company will cause (1) each Domestic Subsidiary (other than any Excluded Subsidiary) that becomes a borrower under the Senior
Credit Facility or that Guarantees, on the Issue Date or at any time thereafter, Obligations under the Senior Credit Facility
and (2) each Domestic Subsidiary (other than any Excluded Subsidiary) that Guarantees any other Material Indebtedness of the Company
or any Guarantor on the Issue Date or at any time thereafter, to execute and deliver to the Trustee a supplemental indenture substantially
in the form provided as Exhibit C to this Indenture pursuant to which such Domestic Subsidiary will irrevocably and unconditionally
Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect
of the Notes on a senior basis and all other Obligations under this Indenture.


 


(b)
       The obligations of each Guarantor will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under
the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor
in respect of the Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under
this Indenture, result in the Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under federal or state law.


 






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(c)       Each
Note Guarantee shall be released in accordance with the provisions of Section 10.06.


 


	Section 4.12	Limitation
                                         on Restrictions on Distribution From Restricted Subsidiaries.



 


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


 


(1)               
pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed
to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends
or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a
restriction on the ability to make distributions on Capital Stock);


 


(2)               
make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or
advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary
shall not be deemed a restriction on the ability to make loans or advances); or


 


(3)               
sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that such
transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.12(a)).


 


(b)               
The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of:


 


(1)               
contractual encumbrances or restrictions pursuant to (i) the Senior Credit Facility and related documentation, (ii) Hedging Obligations
and other agreements or instruments (whether or not related to the Senior Credit Facility) and (iii) the Existing Notes and related
documentation, in each case in effect at or entered into on the Issue Date;


 


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


 


(3)               
any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the
time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the
Person and its Subsidiaries, so acquired (including after-acquired property);


 


(4)               
any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred
to in this Section 4.12(b); provided, however, that such amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken
as a whole, than the encumbrances and restrictions contained in the agreements referred to in this Section 4.12(b) on the Issue
Date, or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever
is applicable;


 






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(5)               
in the case of clause (3) of Section 4.12(a), Liens permitted to be Incurred under Section 4.10 that limit the right of the debtor
to dispose of the assets subject to such Liens;


 


(6)               
purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted
under this Indenture to the extent such encumbrance or restriction is customary for such purchase money obligation or Capitalized
Lease Obligation;


 


(7)               
contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an
agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;


 


(8)               
restrictions on cash or other deposits or net worth imposed by customers or suppliers, or required by insurance, surety or bonding
companies;


 


(9)               
any customary provisions in joint venture agreements relating to Permitted Joint Ventures that are not Restricted Subsidiaries
and other similar agreements;


 


(10)           
any customary provisions (including anti-assignment, net worth and similar provisions) in leases, subleases or licenses and other
agreements entered into by the Company or any Restricted Subsidiary;


 


(11)           
encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;


 


(12)           
any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction
or Factoring Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Senior Management
of the Company, are necessary to effect such Qualified Receivables Transaction or Factoring Transaction; and


 


(13)           
(x) any agreement or instrument governing any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or
issued under this Indenture that contains encumbrances and other restrictions that either (x) are no more restrictive in any material
respect taken as a whole with respect to any Restricted Subsidiary than (i) the restrictions contained in this Indenture or the
Senior Credit Facility as of the Issue Date or, in the case of any Refinancing Indebtedness, in the Indebtedness being refinanced,
or (ii) those encumbrances and other restrictions that are in effect on the Issue Date with respect to that Restricted Subsidiary
pursuant to agreements in effect on the Issue Date, (y) are not materially more disadvantageous, taken as a whole, to the Holders
than is customary in comparable financings for similarly situated issuers or (z) will not otherwise materially impair the Company’s
ability to make payments on the Notes when due, in each case in the good faith judgment of Senior Management of the Company.


 






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	Section 4.13	Designation
                                         of Restricted and Unrestricted Subsidiaries.



 


(a)               
The Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly
formed Subsidiary) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only
if:


 


(1)               
no Default or Event of Default has occurred and is continuing after giving effect to such Designation;


 


(2)               
the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness
of, or own or hold any Lien with respect to, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary
of the Subsidiary so designated;


 


(3)               
all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter,
consist of Non-Recourse Debt;


 


(4)               
such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation:


 


(A)       to
subscribe for additional Capital Stock of such Subsidiary; or


 


(B)      
to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels
of operating results; and


 


(5)               
either (A) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated
assets greater than $1,000, then such Designation would be permitted under Section 4.08 or the definition of “Permitted
Investment.”


 


(b)               
The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only
if, immediately after giving effect such Revocation:


 


(1)               
(A) The Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated
Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted
Subsidiaries immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation;


 


(2)               
all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have
been permitted to be Incurred for all purposes of this Indenture; and


 


(3)               
no Default or Event of Default has occurred and is continuing after giving effect to such Revocation.


 


(c)               
Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution
of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’
Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the foregoing conditions.


 


(d)               
A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of
such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness
of such Subsidiary shall be deemed to be Incurred as of such date.


 






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	Section 4.14	Transactions
                                         with Affiliates.



 


(a)               
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct
any transaction (including the purchase, sale, lease or exchange of any property or asset or the rendering of any service) with
any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate payments or consideration in
excess of $2.5 million, unless:


 


(1)               
the terms of such Affiliate Transaction are, taken as a whole, no less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction
at the time of such transaction in arm’s-length dealings with a Person that is not an Affiliate; and


 


(2)               
in the event such Affiliate Transaction involves an aggregate consideration in excess of $25.0 million, either (x) the terms of
such transaction have been approved by a majority of the members of such Board of Directors; or (y) the Company has received a
written opinion from an Independent Financial Advisor stating that such Affiliate Transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view or stating that the terms, taken as a whole, are not materially less favorable than
those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such
time on an arm’s-length basis from a Person that is not an Affiliate.


 


(b)               
Section 4.14(a) will not apply to:


 


(1)               
any transaction between the Company and a Restricted Subsidiary (other than a Receivables Entity) or between Restricted Subsidiaries
(other than a Receivables Entity or Receivables Entities) and any Guarantees issued by the Company or a Restricted Subsidiary
for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 4.09;


 


(2)               
Restricted Payments permitted to be made pursuant to Section 4.08 or Permitted Investments (other than Permitted Investments made
pursuant to clause (2) or (17) of the definition thereof);


 


(3)               
any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding
of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock
plans, long-term incentive plans, stock appreciation rights plans, participation plans, severance agreements or similar employee
benefits plans and/or indemnity provided on behalf of directors, officers, employees or consultants approved by the Board of Directors
of the Company;


 


(4)               
the payment of reasonable and customary fees paid to and indemnity provided on behalf of, directors, officers, employees or consultants
of the Company or any Restricted Subsidiary;


 


(5)               
loans or advances to employees, officers or directors of the Company or any Restricted Subsidiary in the ordinary course of business
consistent with past practice, in an aggregate amount not in excess of $5.0 million at any one time outstanding (without giving
effect to the forgiveness of any such loan);


 









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(6)               
any transaction pursuant to any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented,
extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more
disadvantageous to the Holders in any material respect in the good faith judgment of the Board of Directors of the Company, when
taken as a whole, than the terms of the agreements in effect on the Issue Date;


 


(7)               
any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into
the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition
or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in the good faith judgment
of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date
of such acquisition or merger;


 


(8)               
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course
of the business of the Company and its Restricted Subsidiaries, and otherwise in compliance with the terms of this Indenture;
provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Company,
such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
could have been obtained at the time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary
with an unrelated Person;


 


(9)               
sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization
transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of
Permitted Investments in connection with a Qualified Receivables Transaction; and


 


(10)           
transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating
that the terms, taken as a whole, are not materially less favorable than those that might reasonably have been obtained by the
Company or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from a Person that
is not an Affiliate.


 


	Section 4.15	Offer
                                         to Repurchase Upon Change of Control.



 


(a)               
If a Change of Control occurs, unless the Company has exercised its right to redeem all of the Notes pursuant to Sections 3.03
and 3.07 (including by providing notice of optional redemption in accordance with Section 3.03), the Company will make an
offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101%
of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change
of Control Payment”), subject to the right of Holders of record on a Record Date to receive any interest due on the
Change of Control Payment Date. No later than 30 days following any Change of Control, unless the Company has exercised its right
to redeem all of the Notes pursuant to Sections 3.03 and 3.07 (including by providing notice of optional redemption in accordance
with Section 3.03), the Company will mail a notice of such Change of Control Offer to each Holder or otherwise deliver notice
in accordance with the applicable procedures of DTC, with a copy to the Trustee, stating:


 


(1)               
that a Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered pursuant to such
Change of Control Offer will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal
amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the Change of Control Payment Date (subject
to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Payment Date);


 






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(2)               
the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise
delivered in accordance with the Applicable Procedures) (the “Change of Control Payment Date”);


 


(3)               
if such notice is delivered prior to the occurrence of a Change of Control, that the Change of Control Offer is conditioned upon
the occurrence of such Change of Control and setting forth a brief description of the definitive agreement for the Change of Control;


 


(4)               
that Notes must be tendered in multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to
accrue interest;


 


(5)               
that, unless the Company defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;


 


(6)               
that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or to transfer
such Notes by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior
to the close of business on the third Business Day preceding the Change of Control Payment Date;


 


(7)               
that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes;
provided that the Paying Agent receives at the address specified in the notice, not later than the expiration time of the
day of the Change of Control Offer, notice, a telegram, facsimile transmission or letter setting forth the name of the Holder
of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered
Notes and its election to have such Notes purchased;


 


(8)               
that if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple
of $1,000 in excess thereof); and


 


(9)               
the procedures determined by the Company, consistent with this Section 4.15 that a Holder must follow in order to have its Notes
purchased.


 


The
notice, if mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not
the Holder receives such notice. If (A) the notice is mailed or delivered in a manner herein provided and (B) any Holder fails
to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice
or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly
received such notice without defect.


 






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


 





(1)               
accept for payment all Notes or portions of Notes (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof)
properly tendered pursuant to the Change of Control Offer; provided that if, following purchase of a portion of a Note,
the remaining principal amount of such Note outstanding immediately after such purchase would be less than $2,000, then the portion
of such Note so purchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such
purchase is $2,000;


 


(2)               
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so
tendered; and


 


(3)               
deliver or cause to be delivered to the Trustee for cancellation the Notes so purchased together with an Officers’ Certificate
and an Opinion of Counsel stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company
is in accordance with this Section 4.15.


 


(c)               
The Paying Agent will promptly mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures) to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and the Company will promptly issue and, upon delivery
of an authentication order from the Company, the Trustee will promptly authenticate and mail (or otherwise deliver in accordance
with the Applicable Procedures or cause to be transferred by book entry) to each Holder a new Note (it being understood that,
notwithstanding anything herein to the contrary, no Opinion of Counsel or Officers’ Certificate will be required for the
Trustee to authenticate and mail, deliver or transfer such new Note) equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples
of $1,000 in excess thereof.


 


(d)               
If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in
whose name a Note is registered at the close of business on such Record Date.


 


(e)               
Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders of Indebtedness
incurred or issued under a credit facility, an indenture or other agreement, including the Senior Credit Facility, that may be
violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if
any, caused by the Change of Control or (2) the Company shall have repaid all outstanding Indebtedness incurred or issued
under a credit facility, an indenture or other agreement, including the Senior Credit Facility, that may be violated by a Change
of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the lenders or holders of such Indebtedness
that accept such offer and obtain waivers of any event of default arising under the relevant credit facility, indenture or other
agreement from those remaining lenders or holders of such Indebtedness to the extent necessary to effect such waivers. The Company
covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a Default of this
Section 4.15 if the Company fails to comply with such covenant.


 


(f)                
The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of
a Change of Control and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the
Change of Control at the time the Change of Control Offer is made.


 






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


 


(h)               
If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw
such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company
as set forth in clause (f) of this Section 4.15, purchases all of the Notes validly tendered and not validly withdrawn by such
Holders, the Company or such third party shall have the right, upon not less than 15 days’ nor more than 60 days’
prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this
Section 4.15, to redeem or purchase all Notes that remain outstanding following such purchase at a price in cash equal to the
Change of Control Payment.


 


(i)                
Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to
the provisions of Sections 3.05 and 3.06.


 


(j)                
The provisions of this Section 4.15 with respect to the Company’s obligation to make a Change of Control Offer may be waived
or modified with the written consent of the Holders of a majority in principal amount of the Notes prior to the time at which
a Change of Control has occurred.


 


	Section 4.16	Asset
                                         Dispositions.



 


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


 


(1)               
except in the case of an Asset Disposition of an Investment in a Permitted Joint Venture if and to the extent such an Asset Disposition
is required by, or made pursuant to, buy/sell arrangements between the joint venture parties, the Company or such Restricted Subsidiary,
as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on
the date of contractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; and


 


(2)               
at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case
may be, is in the form of cash or Cash Equivalents.


 


For
the purposes of clause (2) of this Section 4.16(a) and for no other purpose, the following will be deemed to be cash:


 


(1)               
any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company
or any Restricted Subsidiary that are assumed by the transferee of any such assets and from which the Company and all Restricted
Subsidiaries have been validly released by all creditors in respect of such liabilities in writing;


 


(2)               
any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted
by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing
of such Asset Disposition;


 






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(3)               
any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having
an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause
(3) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Noncash
Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received
without giving effect to subsequent changes in value);


 


(4)               
any cash consideration paid to the Company or a Restricted Subsidiary in connection with the Asset Disposition that is held in
escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset
Disposition;


 


(5)               
Additional Assets; and


 


(6)               
any combination of the consideration specified in clauses (1) through (5) above.


 


(b)               
Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, an amount equal
to 100% of the Net Available Cash from such Asset Disposition may be applied by the Company or such Restricted Subsidiary, as
the case may be, as follows:


 


(A)       to
permanently reduce (and, in the case of a revolving Debt Facility, permanently reduce commitments with respect thereto): (i) Secured
Indebtedness under the Senior Credit Facility or (ii) Secured Indebtedness of the Company (other than any Disqualified Stock
or Subordinated Obligations) or Secured Indebtedness of a Guarantor or Indebtedness of a Non-Guarantor Subsidiary (other than
any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or any
Restricted Subsidiary of the Company;


 


(B)       to
permanently reduce obligations under other Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations)
or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than
Indebtedness owed to the Company or an Affiliate of the Company; provided that the Company shall equally and ratably reduce
Obligations under the Notes, as provided under Section 3.07, through open market purchases at or above 100% of the principal amount
thereof or by making an offer (in accordance with the procedures set forth in this Section 4.16 for an Asset Disposition Offer)
to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid
interest on the Notes that are purchased or redeemed;


 


(C)       to
invest in Additional Assets; or


 


(D)       any
combination of the foregoing;


 


provided
that pending the final application of any such Net Available Cash in accordance with clause (A), (B), (C) or (D) of this Section
4.16(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility)
or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that in
the case of clause (C) of this Section 4.16(b), a binding commitment to invest in Additional Assets shall be treated as a permitted
application of the Net Available Cash from the date of such commitment so long as the Company or a Restricted Subsidiary enters
into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within
180 days of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in
such manner within the later of 365 days from the consummation of the Asset Disposition and 180 days from the date of the Acceptable
Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available
Cash is applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a
“Second Commitment”) within 180 days of such cancellation or termination and such Net Available Cash is actually
applied in such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment
is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall
constitute Excess Proceeds.


 






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(c)               
Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.16(b) shall be deemed
to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the aggregate amount
of Excess Proceeds exceeds $50.0 million, the Company will be required to make an offer (an “Asset Disposition Offer”)
to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari
Passu Indebtedness, to purchase the maximum aggregate principal amount or accreted value, as applicable, of Notes and any such
Pari Passu Indebtedness that may be purchased out of the Excess Proceeds on a pro rata basis based on the aggregate principal
amount or accreted value, as applicable, of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn, at
an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of Holders of record on a Record Date to receive interest due on the Asset Disposition
Purchase Date), in accordance with the procedures set forth in Section 3.09 or the agreements governing the Pari Passu Indebtedness,
as applicable, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion
of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000,
then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding
immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds
by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by Section 3.09, with
a copy to the Trustee.


 


(d)               
To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant
to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes and Pari
Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess
Proceeds, subject to the Applicable Procedures, the Trustee shall select the Notes to be purchased on a pro rata basis
on the basis of the principal amount of tendered Notes required to be purchased pursuant to the immediately preceding paragraph,
and the selection of such Pari Passu Indebtedness to be purchased shall be made pursuant to the terms of such Pari Passu Indebtedness.
Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.


 


(e)               
The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent
that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five
Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”),
the Company will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari
Passu Indebtedness (on a pro rata basis, if applicable), required to be offered for purchase pursuant to this Section 4.16
(the “Asset Disposition Offer Amount”) and the governing documentation relating to Pari Passu Indebtedness
or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly
tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest
payments are made.


 






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(f)                
The provisions of this Section 4.16 with respect to the Company’s obligation to make an Asset Disposition Offer may be waived
or modified with the written consent of the Holders of a majority in principal amount of the Notes prior to the time at which
the obligation to make an Asset Disposition Offer arises.


 


	Section 4.17	Effectiveness
                                         of Covenants.



 


(a)               
Following the first day (such date, a “Suspension Date”):


 


(1)               
the Notes have an Investment Grade Rating from both of the Rating Agencies; and


 


(2)               
no Default has occurred and is continuing under this Indenture,


 


the
Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.08, 4.09, 4.11 (but only with
respect to a Person that is required to become a Guarantor after the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(4)
(collectively, the “Suspended Covenants”).


 


(b)               
If at any time after a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating
Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated
as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the
terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the
terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both of the Rating Agencies
and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such
time that the Notes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default is
in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist
under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company
or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or
any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case regardless
of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such
period. The period of time between the Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.”


 


(c)               
On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant
to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted
to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the Suspension
Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant
to Section 4.09(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified
under clause (3) of Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted
Payments under Section 4.08 will be made as though Section 4.08 had been in effect since the Issue Date and throughout the Suspension
Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted
Payments under Section 4.08(a) on and after the Reinstatement Date.


 






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(d)               
During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the
Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless the Company’s Board of Directors
would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended
Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will
be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. In addition,
the Company and its Restricted Subsidiaries will be permitted to honor any contractual commitments made during a Suspension Period
following a Reinstatement Date.


 


(e)               
Promptly following the occurrence of any Suspension Date or Reinstatement Date, the Company shall provide an Officers’ Certificate
to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a Suspension
Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide
a copy of such Officers’ Certificate to any Holder of Notes upon request.


 


ARTICLE
5



SUCCESSORS


 


	Section 5.01	Merger,
                                         Consolidation or Sale of All or Substantially All Assets.



 


(a)               
The Company will not consolidate with or merge with or into or wind up into (whether or not the Company is the surviving corporation),
or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its
Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:


 


(1)               
the resulting, surviving or transferee Person (the “Successor Company”) is a corporation or limited liability
company organized and existing under the laws of the United States of America, any state or territory thereof or the District
of Columbia, and if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such
laws;


 


(2)               
the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Notes and
this Indenture pursuant to a supplemental indenture;


 


(3)               
immediately after giving pro forma effect to such transaction, no Default or Event of Default shall have occurred and be
continuing;


 


(4)               
immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions
had occurred at the beginning of the applicable four-quarter period,


 






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(A)       the
Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a); or


 


(B)       the
Consolidated Coverage Ratio of the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the
Company and its Restricted Subsidiaries immediately prior to such transaction;


 


(5)               
unless the Company is the Successor Company, each Guarantor (unless it is the other party to the transactions described above,
in which case clause (1) of Section 5.01(b) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee
shall apply to such Successor Company’s obligations under this Indenture and the Notes; and


 


(6)               
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with this Indenture.


 


(b)               
Subject to certain limitations, the Successor Company will succeed to, and be substituted for, the Company under this Indenture,
the Notes and the Note Guarantees. Notwithstanding clauses (4) or (6) of Section 5.01(a):


 


(1)               
any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the
Company;


 


(2)               
the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another
state or territory of the United States of America or the District of Columbia, so long as the amount of Indebtedness of the Company
and its Restricted Subsidiaries is not increased thereby; and


 


(3)               
any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company
or a Guarantor.


 


(c)               
The Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor
is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless:


 


(1)               
(A) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”)
is a Person (other than an individual) organized and existing under the laws of the United States of America, any state or territory
thereof or the District of Columbia;


 


(B)       the
Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture,
the Notes and its Note Guarantee pursuant to a supplemental indenture or other documents or instruments;


 


(C)       immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and


 


(D)       the
Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, winding up or disposition and such supplemental indenture (if any) comply with this Indenture; or


 









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(2)               
in the event the transaction results in the release of the Subsidiary’s Note Guarantee under clause (1) of Section 10.06(a),
the transaction is made in compliance with Section 4.16 (it being understood that only such portion of the Net Available Cash
as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied
in accordance therewith at such time).


 


(d)               
Subject to Sections 5.01(f) and 5.02, the Successor Guarantor will succeed to, and be substituted for, such Guarantor under this
Indenture and the Note Guarantee of such Guarantor. Notwithstanding Section 5.01(c), any Guarantor may (1) merge with or into
or transfer all or part of its properties and assets to a Guarantor or the Company or merge with a Restricted Subsidiary of the
Company, so long as the resulting entity is the Company or remains or becomes a Guarantor, (2) merge with an Affiliate of the
Company solely for the purpose of reincorporating or forming the Guarantor in another state or territory of the United States
of America or the District of Columbia, so long as Indebtedness is not Incurred in connection with such merger (unless otherwise
permitted under this Indenture), and (3) merge with or into or transfer all or part of its properties and assets to any Restricted
Subsidiary pursuant to any IP Reorganization Transaction.


 


(e)       For
purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company or a Guarantor, as the case may be, which properties
and assets, if held by the Company or such Guarantor instead of such Subsidiaries, would constitute all or substantially all of
the properties and assets of the Company or such Guarantor on a consolidated basis, will be deemed to be the disposition of all
or substantially all of the properties and assets of the Company or such Guarantor, as applicable.


 


(f)       The
Company and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes and its
Note Guarantee, as the case may be, and the Successor Company and the Successor Guarantor, as the case may be, will succeed to,
and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this
Indenture, the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all its assets,
the Company will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not
be released from its obligations under its Note Guarantee, solely by virtue of such transaction.


 


	Section 5.02	Officers’
                                         Certificate and Opinion of Counsel to be Given to Trustee.



 


Upon
the occurrence of the transactions permitted under the provisions of Sections 5.01(a) or 5.01(c) (other than (i) a merger of Guarantors,
(ii) a merger of the Guarantor and the Company in which the Company is the surviving entity, or (iii) as otherwise set forth in
Section 5.01(b)), the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in each case
stating that such transaction and agreement, if any, complies with this Article 5, that all conditions precedent provided for
herein relating to such transaction have been complied with, and that such agreement or supplemental indenture, if any, is the
legal, valid and binding obligation of the Company or such other Person, as the case may be, enforceable against them in accordance
with its terms, subject to customary exceptions, on which the Trustee may rely as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article 5 complies
with the provisions of this Article 5 and this Indenture.


 






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ARTICLE
6




DEFAULTS AND REMEDIES


 


	Section 6.01	Events
                                         of Default.



 


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


 


(1)       default
in any payment of interest on any Note when due, continued for 30 days;


 


(2)       default
in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon mandatory or optional redemption,
upon required repurchase, upon declaration or otherwise;


 


(3)       failure
by the Company or any Guarantor to comply with its obligations under Section 5.01;


 


(4)       failure
by the Company or any Guarantor to comply for 45 days after notice as provided below with any of their obligations under Section
4.15 and 4.16 (in each case, other than a failure to purchase Notes which constitutes an Event of Default under Section 6.01(a)(2));


 


(5)       failure
by the Company or any Guarantor to comply for 60 days after notice as provided below with its other agreements contained in this
Indenture or the Notes;


 


(6)       default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company
or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness
or Guarantee now exists or is created after the Issue Date, which default:


 


(A)       is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness; or


 


(B)       results
in the acceleration of such Indebtedness prior to its maturity;


 


and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a payment default or the maturity of which has been so accelerated, aggregates $50.0 million or more;


 


(7)       failure
by the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the
latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary, to pay final judgments aggregating in excess of $50.0 million (net of any amounts as to which the relevant insurance
company has not disputed coverage), which judgments are not paid, discharged, vacated, bonded or stayed for a period of 60 days
or more after such judgment becomes final;


 






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(8)
   (i)    the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries),
would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)       commences
proceedings to be adjudicated bankrupt or insolvent;


 


(B)       consents
to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent
seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law;


 


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


 


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


 


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


 


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


 


(A)       is
for relief against the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary, in a proceeding in which the Company, any such Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited
consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary,
is to be adjudicated bankrupt or insolvent;


 


(B)       appoints
a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of the
Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together
(as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited
consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary;
or


 


(C)       orders
the liquidation, dissolution or winding up of the Company, or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements
of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary;


 


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


 


(9)       any
Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited
consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary,
ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in
a judicial proceeding, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together (as of
the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute
a Significant Subsidiary, denies or disaffirms its obligations under this Indenture or its Note Guarantee.


 






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However,
a Default under clauses (4) and (5) of this Section 6.01(a) will not constitute an Event of Default until the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Notes notifies or notify the Company (with a copy to the Trustee)
of the Default and the Company does not cure such default within the time specified in clauses (4) and (5) of this Section 6.01(a)
after receipt of such notice.


 


	Section 6.02	Acceleration.



 


(a)               
If an Event of Default (other than an Event of Default described in clause (8) of Section 6.01(a)) occurs and is continuing,
the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in principal amount
of the then outstanding Notes by notice to the Company and the Trustee, may declare the principal, premium, if any, and accrued
and unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal, premium, if any, and
interest, if any, will be due and payable immediately.


 


(b)               
Notwithstanding the foregoing, in case an Event of Default under clause (8) of Section 6.01(a) occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holders.


 


(c)               
The Holders of a majority in principal amount of the outstanding Notes may waive all past Defaults (except with respect to nonpayment
of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such
rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events
of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely
by such declaration of acceleration, have been cured or waived. Promptly following any such rescission, the Company shall pay
to the Trustee all amounts owing to the Trustee under Section 7.07 related to such Event of Default and acceleration, including
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of
the Trustee, its agents and counsel.


 


(d)               
In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) of Section 6.01(a)
has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:


 


(1)       the
default triggering such Event of Default pursuant to clause (6) of Section 6.01(a) shall be remedied or cured by the Company or
a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration
with respect thereto; and


 


(2)       (A)
the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction
and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.


 






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	Section 6.03	Other
                                         Remedies.



 


If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, the Note Guarantees or
this Indenture.


 


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


 


	Section 6.04	Waiver
                                         of Past Defaults.



 


The
Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders
waive any existing Default and its consequences hereunder, except:


 


(1)       a
continuing Default in the payment of the principal, premium, if any, or interest on any Note held by a non-consenting Holder (including
in connection with an Asset Disposition Offer or a Change of Control Offer); and


 


(2)       a
Default with respect to a provision that under Section 9.02 cannot be amended or waived without the consent of each Holder affected,


 


provided
that, subject to Section 6.02, the Holders of a majority in principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment Default that resulted from such acceleration. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


	Section 6.05	Control
                                         by Majority.



 


The
Holders of a majority in 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 of exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law, this Indenture, the Notes or any Note Guarantee, or that the Trustee determines
in good faith is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee
in personal liability. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction.


 






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	Section 6.06	Limitation
                                         on Suits.



 


Subject
to Section 6.07, no Holder may pursue any remedy with respect to this Indenture, the Notes or any Note Guarantee unless:


 


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


 





(2)       the
Holders of at least 25% in principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;


 


(3)       such
Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(4)       the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity
satisfactory to the Trustee against any loss, liability or expense; and


 


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


 


A
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another
Holder.


 


	Section 6.07	Rights
                                         of Holders to Receive Payment.



 


Notwithstanding
any other provision of this Indenture, the contractual right of any Holder expressly set forth in this Indenture to receive payment
of principal, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such
Note (including in connection with an Asset Disposition Offer or a Change of Control Offer), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be amended without the consent of such Holder.


 


	Section 6.08	Collection
                                         Suit by Trustee.



 


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


 


	Section 6.09	Restoration
                                         of Rights and Remedies.



 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and
in every such case, subject to any determination in such proceedings, the Company, the Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been instituted.


 


	Section 6.10	Rights
                                         and Remedies Cumulative.



 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy is, to the extent permitted by law, cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 






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	Section 6.11	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 shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


	Section 6.12	Trustee
                                         May File Proofs of Claim.



 


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


 


	Section 6.13	Priorities.



 


After
an Event of Default, any money or property distributable in respect of the Company’s or any Guarantor’s obligations
under this Indenture, or any money or property collected by the Trustee pursuant to this Article 6, shall be paid out or distributed
in the following order:


 


(1)       to
the Trustee and any predecessor Trustee and its agents and attorneys for amounts due under Section 7.07, including payment
of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses
of collection;


 


(2)       to
Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;
and


 


(3)       to
the Company or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.


 





The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. Promptly after any record
date is set pursuant to this Section 6.13, the Trustee shall cause notice of such record date and payment date to be given
to the Company and to each Holder in the manner set forth in Section 12.02.


 






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	Section 6.14	Undertaking
                                         for Costs.



 


In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken
or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07,
or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes.


 


ARTICLE
7



TRUSTEE


 


	Section 7.01	Duties
                                         of Trustee.



 


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


 


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


 


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


 


(2)       in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


 


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


 


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


 


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


 






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


 


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


 


(e)               
Subject to this Article 7, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture,
the Notes and the Note Guarantees at the request or direction of any of the Holders unless such Holders have offered to the Trustee
indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with
such request or direction.


 


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


 


(g)               
None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if
it shall have reasonable grounds for believing that repayment of such funds or indemnity reasonably satisfactory to it against
such risk or liability is not assured to it.


 


	Section 7.02	Rights
                                         of Trustee.



 


(a)               
The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document
and shall have no duty to inquire as to the performance by the Company of any of its covenants in this Indenture, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.


 


(b)               
Before the Trustee acts or refrains from acting, or in order to establish any matter, it may require an Officers’ Certificate
or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


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


 


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


 


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


 









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(f)                
The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of
the Trustee has actual knowledge thereof or unless written notice from the Company or the Holders of at least 25% of the aggregate
principal amount of the Notes of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture.


 


(g)               
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each Agent, custodian and other Person employed to act hereunder.


 


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


 


(i)                
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(j)                
The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.


 


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


 


	Section 7.03	Individual
                                         Rights of Trustee.



 


The
Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Agent. Any Agent
may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.


 


	Section 7.04	Trustee’s
                                         Disclaimer.



 


The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes
or the Note Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid
to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the
use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement
or recital herein or any statement in the Notes or in the Offering Memorandum or in any other document in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of authentication on the Notes. Under no circumstances
shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The
Trustee shall not be responsible for and makes no representation as to any act or omission of any Rating Agency or any rating
with respect to the Notes. The Trustee shall have no obligation to independently determine or verify if any event has occurred
or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended
or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently determine or verify if any Change of
Control or any other event has occurred or notify the Holders of any such event and whether any Change of Control Offer with respect
to the Notes is required. Neither the Trustee nor any Paying Agent shall be responsible for determining whether any Asset Disposition
has occurred and whether any Asset Disposition Offer with respect to the Notes is required.


 






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	Section 7.05	Notice
                                         of Defaults.



 


If
a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will deliver to
each Holder a notice of the Default within 90 days after it occurs. Except in the case of an Event of Default specified in clauses
(1) or (2) of Section 6.01(a), the Trustee may withhold from the Holders notice of any continuing Default if the Trustee determines
in good faith that withholding the notice is in the interests of the Holders.


 


	Section 7.06	[Reserved].



 


	Section 7.07	Compensation
                                         and Indemnity.



 


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


 


(b)               
The Company and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold each of the Trustee and any predecessor
Trustee, and their directors, officers, agents and employees for harmless against, any and all loss, damage, claims, liability
or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of
this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the
Company or any Guarantor (including this Section 7.07)) or defending itself against any claim whether asserted by any Holder,
the Company or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or
duties hereunder). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim
and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s
own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction.


 


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


 


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


 


(e)               
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(8) occurs, the
expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.


 









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(f)                
“Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its
capacities hereunder and each Agent, custodian and other person employed to act hereunder; provided, however, that
the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


		Section
                          7.08	Replacement
                                         of Trustee.



 


(a)               
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective, and the Trustee shall be
discharged from the trust hereby created, only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08. The Trustee may resign in writing at any time by giving 30 days’ notice of such resignation to the Company.
The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee upon 30 days’
notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee upon 30 days’ notice if:


 


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


 


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


 


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


 


(4)       the
Trustee becomes incapable of acting.


 


(b)               
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee appointed
by the Company.


 


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


 


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


 


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


 


(f)                
As used in this Section 7.08, the term “Trustee” shall also include each Agent.


 






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		Section
                          7.09	Successor
                                         Trustee by Merger, etc.



 


If
the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or national banking association without any further act
shall be the successor Trustee, subject to Section 7.10.


 


		Section
                          7.10	Eligibility;
                                         Disqualification.



 


There
shall at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report of condition.


 


ARTICLE
8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


		Section
                          8.01	Option
                                         to Effect Legal Defeasance or Covenant Defeasance.



 


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


 


		Section
                          8.02	Legal
                                         Defeasance and Discharge.



 


(a)               
Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations
with respect to this Indenture, all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (1) through (4) below, and to have
satisfied all of its other obligations under such Notes and this Indenture, including that of the Guarantors (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder:


 


(1)       the
rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments
are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04;


 


(2)       the
Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;


 


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


 


(4)       this
Section 8.02.


 









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(b)               
Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of
an Event of Default.


 


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


 


		Section
                          8.03	Covenant
                                         Defeasance.



 


Upon
the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants
contained in Sections 3.09, 4.03, 4.05, 4.06, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 and clause (4)
of Section 5.01(a) with respect to the outstanding Notes, and the Guarantors shall be deemed to have been discharged from their
obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied
(“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant
Defeasance means that, with respect to this Indenture and the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction
of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default specified
in Section 6.01(a)(3) that resulted solely from the failure of the Company to comply with clause (4) of Section 5.01(a),
Sections 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(5)
(only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8)
(solely with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together (as of the date
of the latest audited financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary),
and 6.01(a)(9).


 


		Section
                          8.04	Conditions
                                         to Legal or Covenant Defeasance.



 


(a)               
The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant
Defeasance option under Section 8.03 with respect to the Notes:


 


(1)       the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government
Securities, or a combination thereof, in amounts as will be sufficient, as confirmed, certified or attested by an Independent
Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay the principal, premium,
if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may
be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date;


 


(2)       in
the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions,


 









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(A)       the
Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or


 


(B)       since
the Issue Date, there has been a change in the applicable U.S. federal income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders and beneficial owners
of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


 


(3)       in
the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


 


(4)       no
Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit
(other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith)
and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any
other material agreement or material instrument (other than this Indenture) to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;


 


(5)       the
Company has delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary
assumptions and exclusions, including that no intervening bankruptcy of the Company between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law,
after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally;


 


(6)       the
Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with
the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others;


 


(7)       the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be
subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance
or the Covenant Defeasance, as the case may be, have been complied with; and


 


(8)       the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
Stated Maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate
referred to in clause (7) above).


 






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



 


(a)               
Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon
in respect of principal, premium, if any, and interest on the Notes, but such money need not be segregated from other funds except
to the extent required by law.


 


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


 


(c)               
Anything in this Article 8 to the contrary notwithstanding, the Trustee will deliver or pay to the Company from time to time upon
the request of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of
an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.


 


		Section
                          8.06	Repayment
                                         to the Company.



 


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


 


		Section
                          8.07	Reinstatement.



 


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


 






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ARTICLE
9




AMENDMENT, SUPPLEMENT AND WAIVER


 


		Section
                          9.01	Without
                                         Consent of Holders.



 


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


 


(1)       cure
any ambiguity, omission, defect or inconsistency;


 


(2)       provide
for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture, the Notes or
the Note Guarantees in accordance with Article 5;


 


(3)       provide
for or facilitate the issuance of 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;


 


(4)       comply
with the rules of any applicable Depositary;


 


(5)       add
Guarantors with respect to the Notes or release a Guarantor from its obligations under its Note Guarantee or this Indenture, in
each case, in accordance with the applicable provisions of this Indenture; provided that any supplemental indenture to
add a Guarantor may be signed by the Company, the Guarantor providing the Note Guarantee and the Trustee;


 


(6)       secure
the Notes and the Note Guarantees;


 


(7)       add
covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that
would provide additional rights to the Holders or to surrender any right or power conferred upon the Company or any Guarantor;


 


(8)       make
any change that does not adversely affect the legal rights under this Indenture, the Notes or the Note Guarantees of any Holder;


 


(9)       evidence
and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor
Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;


 


(10)       conform
the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” section
of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to
be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; or


 


(11)       make
any amendment to the provisions of this Indenture relating to the transfer, exchange and legending of Notes as permitted by this
Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance
with this Indenture, Additional Notes; provided, however, that (A) compliance with this Indenture as so amended
would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment
does not materially and adversely affect the rights of Holders to transfer Notes.


 






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(b)               
A supplemental indenture pursuant to Section 9.01(a)(5) substantially in the form of Exhibit C shall be required to be signed
only by the Trustee and the Guarantor providing such Note Guarantee. Upon the request of the Company, and upon receipt by the
Trustee of the documents described in Section 12.04, the Trustee shall join with the Company and the Guarantors in the execution
of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


 


		Section
                          9.02	With
                                         Consent of Holders.



 


(a)               
Except as provided in Section 9.01 and this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Note Guarantees with the consent of the Holders of a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes) and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal, premium, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees
may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and
Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.


 


(b)               
Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.04, the Trustee
shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended
or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


(c)               
It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver. It shall be sufficient if such consent approves the substance thereof.


 


(d)               
After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a notice
briefly describing such amendment, supplement or waiver. However, any failure of the Company to give such notice to all the Holders,
or any defect in the notice, will not impair or affect the validity of any such amendment, supplement or waiver.


 


(e)               
Without the consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may not (with respect
to any Notes held by a non-consenting Holder):


 


(1)       reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


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


 









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(3)       reduce
the principal of or extend the Stated Maturity of any Note;


 


(4)       waive
a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with
respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);


 


(5)       reduce
the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Section 3.07
(excluding, for greater certainty, any notice periods with respect to Notes that are otherwise redeemable);


 


(6)       reduce
the premium payable upon the repurchase of any Note or change the time at which any Note may be repurchased as described in Section
4.15 (subject to Section 4.15(g) and (j)) or Section 4.16 (subject to Section 3.09(g) and Section 4.16(f));


 


(7)       make
any Note payable in a currency other than that stated in the Note;


 


(8)       amend
the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of
any payment on or with respect to such Holder’s Notes;


 


(9)       make
any change in the amendment or waiver provisions which require each Holder’s consent; or


 


(10)       modify
the Note Guarantees in any manner adverse to the Holders.


 


(f)                
A consent to any amendment, supplement or waiver of this Indenture, the Notes or the Note Guarantee by any Holder given in connection
with a tender of such Holder’s Notes will not be rendered invalid by such tender.


 


		Section
                          9.03	[Reserved].



 


		Section
                          9.04	Revocation
                                         and Effect of Consents.



 


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


 


(b)               
The Company may, but shall not be obligated to, fix a record date pursuant to Section 1.05 for the purpose of determining the
Holders entitled to consent to any amendment, supplement or waiver.


 


		Section
                          9.05	Notation
                                         on or Exchange of Notes.



 


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


 









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


 


		Section
                          9.06	Trustee
                                         to Sign Amendments, etc.



 


The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement
or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, in
addition to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement
or waiver is the legal, valid and binding obligation of the Company and any Guarantor party thereto, enforceable against them
in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.


 


ARTICLE
10



GUARANTEES


 


		Section
                          10.01	Guarantee.



 


(a)               
Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees,
on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal,
premium, if any, and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes shall
be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee
hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall
be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity,
by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)               
The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any
Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture, or pursuant to Section 10.06.


 


(c)               
Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’
fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.


 









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(d)               
If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(e)               
Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders
under the Note Guarantees.


 


(f)                
Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance
of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof,
is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


(g)               
In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


(h)               
Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction
or diminution of any kind or nature.


 


		Section
                          10.02	Limitation
                                         on Guarantor Liability.



 


Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the
Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable
to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of
the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under
its Note Guarantee will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution
from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on
the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP.


 






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		Section
                          10.03	Execution
                                         and Delivery.



 


(a)               
To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture shall be executed
on behalf of such Guarantor by an Officer or person holding an equivalent title.


 


(b)               
Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Note Guarantee on the Notes.


 


(c)               
If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note,
the Note Guarantees shall be valid nevertheless.


 


(d)               
The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors.


 


(e)               
If required by Section 4.11, the Company shall cause any newly created or acquired Domestic Subsidiary (other than an Excluded
Subsidiary) to comply with the provisions of Section 4.11 and this Article 10, to the extent applicable.


 


		Section
                          10.04	Subrogation.



 


Each
Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant
to the provisions of Section 10.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor
shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts
then due and payable by the Company under this Indenture or the Notes shall have been paid in full.


 


		Section
                          10.05	Benefits
                                         Acknowledged.



 


Each
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of
such benefits.


 


		Section
                          10.06	Release
                                         of Note Guarantees.



 


(a)               
A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged and be of no further force
and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s
Note Guarantee, upon:


 


(1)       any
sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock
of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer,
conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture;


 


(2)       the
release or discharge of such Guarantor from its liability as borrower under, or Guarantee of Indebtedness of the Company under,
the Senior Credit Facility (including by reason of the termination of the Senior Credit Facility) and its Guarantee of all other
Material Indebtedness of the Company and the Guarantors, including the Guarantee that resulted in the obligation of such Guarantor
to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture,
except a release or discharge by or as a result of payment under such Guarantee under the Senior Credit Facility or Material Indebtedness
(it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of
Indebtedness of the Company under the Senior Credit Facility or any other Material Indebtedness is reinstated, such Note Guarantee
shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section
4.11); provided that if such Guarantor has Incurred any Indebtedness in reliance on its status as a Guarantor under Section
4.09, such Guarantor’s obligations under such Indebtedness so Incurred are satisfied in full and discharged or are otherwise
permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 4.09;


 






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(3)       the
proper designation of any Guarantor as an Unrestricted Subsidiary; or


 


(4)       the
Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge
of the Company’s obligations under this Indenture in accordance with the terms of this Indenture.


 


(b)               
At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that
such release of a Note Guarantee complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument
evidencing such release and discharge in respect of the applicable Note Guarantee.


 


ARTICLE
11



SATISFACTION AND DISCHARGE


 


		Section
                          11.01	Satisfaction
                                         and Discharge.



 


(a)               
This Indenture will be discharged and will cease to be of further effect as to all Notes, when either:


 


(1)               
all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and
Notes for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation; or


 


(2)               
(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving
of a notice of redemption, will become due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust
funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in
such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the
Trustee if Government Securities are delivered, without consideration of any reinvestment of interest, to pay and discharge the
entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption, as the case may be;


 


(B)             
no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit
(other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith)
and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any
other material agreement or material instrument (other than this Indenture) to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;


 






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(C)             
the Company or any Guarantor has paid or caused to be paid all sums payable by the Company under this Indenture; and


 


(D)             
the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes
at maturity or the redemption date, as the case may be.


 


(b)               
In addition, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion
of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction
and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Sections
7.07, 8.06 and 11.02 shall survive.


 


		Section
                          11.02	Application
                                         of Trust Money.



 


(a)               
Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee, but
such money need not be segregated from other funds except to the extent required by law.


 


(b)               
If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture, the Notes
and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided
that if the Company has made any payment of principal, premium, if any, or interest on any Notes because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent, as the case may be.


 


ARTICLE
12



MISCELLANEOUS


 


		Section
                          12.01	Concerning
                                         the Trust Indenture Act.



 


The
Trust Indenture Act of 1939, as amended. shall not be applicable to, and shall not govern, this Indenture, the Notes and the Note
Guarantees.


 


		Section
                          12.02	Notices.



 


(a)               
Any notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and (1) delivered in
person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight
air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission, to its address:


 






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if
to the Company or any Guarantor:


 


c/o
Wolverine World Wide, Inc.

9341 Courtland Drive N.E.

Rockford, Michigan 49351

Fax No.: (616) 866 – 0257

Email: Mike.Stornant@wwwinc.com

Attention: Michael Stornant


 


with
a copy (which shall not constitute notice) to:

Linda L. Curtis, Esq.

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071

Fax No: (213) 229 - 6582

Email: lcurtis@gibsondunn.com


 


if
to the Trustee:


 


Wells
Fargo Bank, National Association


150
East 42nd Street, 40th Floor


New
York, New York 10017


Attn:
Corporate Trust Services


Facsimile:
(866) 297-2015


Email:
Alexander.Pabon@wellsfargo.com


 


 


The
Company, any Guarantor or the Trustee, by like notice, may designate additional or different addresses for subsequent notices
or communications.


 


(b)               
All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; on the first date of which publication is made, if by publication; five calendar days after
being deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the
courier, if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or
electronic transmission; provided that any notice or communication delivered to the Trustee shall be deemed effective upon
actual receipt thereof.


 


(c)               
Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested)
or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery
system as the Trustee agrees to accept (including, if applicable, the Applicable Procedures). Failure to mail or otherwise deliver
a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


(d)               
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 






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(e)               
Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if
given to the Depositary for such Note (or its designee), according to the applicable procedures of such Depositary, if any, prescribed
for the giving of such notice.


 


(f)                
The Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile
or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or
directions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized
representative of the party providing such notice, instructions or directions. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such notice,
instructions or directions notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent
notice, instructions or directions.


 


(g)               
If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it.


 


(h)               
If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


		Section
                          12.03	[Reserved].



 


		Section
                          12.04	Certificate
                                         and Opinion as to Conditions Precedent.



 


Upon
any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company
or such Guarantor, as the case may be, shall furnish to the Trustee:


 


(1)               
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 12.05) stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


 


(2)               
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth
in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied
with; provided that no Opinion of Counsel pursuant to this Section 12.04 shall be required in connection with the authentication
of Notes on the Issue Date.


 


		Section
                          12.05	Statements
                                         Required in Certificate or Opinion.



 


Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.07) shall include:


 


(1)               
a statement that the Person making such certificate or opinion has read such covenant or condition;


 









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(2)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)               
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the
case of an Opinion of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of fact); and


 


(4)               
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


		Section
                          12.06	Rules
                                         by Trustee and Agents.



 


The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.


 


		Section
                          12.07	No
                                         Personal Liability of Directors, Officers, Employees, Members, Partners and Stockholders.



 


No
past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Note Guarantees or
this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.


 


Each
Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.


 


		Section
                          12.08	Governing
                                         Law; Submission to Jurisdiction.



 


THIS
INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. Any legal suit, action or proceeding arising out of or based upon this Indenture
or the Transactions contemplated hereby may be instituted in the federal courts of the United States located in the City of New
York or the courts of the State of New York in each case located in the City of New York, and each of the parties hereto hereby
irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


		Section
                          12.09	Waiver
                                         of Jury Trial.



 


EACH
OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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		Section
                          12.10	Force
                                         Majeure.



 


In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable 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 or hardware) services
or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


		Section
                          12.11	No
                                         Adverse Interpretation of Other Agreements.



 


This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


		Section
                          12.12	Successors.



 


All
agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided
in Section 10.06.


 


		Section
                          12.13	Severability.



 


In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


		Section
                          12.14	Counterpart
                                         Originals.



 


The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.


 


		Section
                          12.15	Table
                                         of Contents, Headings, etc.



 


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


 


		Section
                          12.16	Facsimile
                                         and PDF Delivery of Signature Pages.



 


The
exchange of copies of this Indenture and of signature pages by facsimile or portable document format (“PDF”)
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to
be their original signatures for all purposes and shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties
hereto consent to conduct the transactions contemplated hereunder by such means.


 






    -102-


     


    

 


		Section
                          12.17	U.S.A.
                                         PATRIOT Act.



 


The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.


 


		Section
                          12.18	Payments
                                         Due on Non-Business Days.



 


In
any case where any Interest Payment Date, redemption date or repurchase date or the Stated Maturity of the Notes shall not be
a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal, premium, if
any, or interest on the Notes need not be made on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the
Notes, provided that no interest will accrue for the period from and after such Interest Payment Date, redemption date,
repurchase date or Stated Maturity, as the case may be.


 


[Signatures
on following page]


 









    -103-


     


    

 


	 	WOLVERINE
WORLD WIDE, INC.
	 	 
	 	By:	/s/ Michael D. Stornant
	 	 	Name:
Michael D. Stornant
	 	 	Title:   Senior Vice President, Chief
Financial Officer and Treasurer
	 	 	 
	 	HUSH PUPPIES RETAIL, LLC
 KEDS, LLC

SAUCONY, INC.
 SAUCONY IP HOLDINGS LLC
 SPERRY TOP-SIDER, LLC
 SR/ECOM, LLC
 SR HOLDINGS, LLC
 SRL, LLC
 STRIDE
RITE CHILDREN’S GROUP, LLC
 THE STRIDE RITE CORPORATION
 WOLVERINE DISTRIBUTION, INC.
 WOLVERINE OUTDOORS, INC.
 
	 	 
	 	WOLVERINE PRODUCT MANAGEMENT, LLC
	 	 	 
	 	By:	/s/ Michael
D. Stornant
	 	 	Name: Michael D. Stornant
	 	 	Title:  Vice
President and Treasurer



 


[Signature
Page to Indenture for 6.375% Senior Notes due 2025]




 









    


     


    

 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/
    Gregory S. Clarke
	 	 	Name:  Gregory
    S. Clarke
	 	 	Title:    Vice
    President





 


[Signature
page to Indenture for 6.375% Senior Notes due 2025]




 






    


     


    

 


APPENDIX
A


 


PROVISIONS
RELATING TO INITIAL NOTES AND

ADDITIONAL NOTES


 


Section
1.1             Definitions.


 


(a)
Capitalized Terms.


 


Capitalized
terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized terms
have the following meanings:


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein,
the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable
to such transaction and as in effect from time to time.


 


“Clearstream”
means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.


 


“Distribution
Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and including the
later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S)
in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the date
of issuance with respect to such Note or any predecessor of such Note.


 


“Euroclear”
means Euroclear Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency.


 


“IAI”
means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and is not a QIB.


 


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


 


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


 


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


 


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


 


“Unrestricted
Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes Legend.


 


“U.S.
person” means a “U.S. person” as defined in Regulation S.


 


(b)
Other Definitions.


 


	Term:	 	Defined
    in Section:	 
	“Agent
    Members”	 	 	2.1	(c)
	“Definitive
    Notes Legend”	 	 	2.2	(e)
	“ERISA
    Legend” 	 	 	2.2	(e)
	“Global
    Note” 	 	 	2.1	(b)
	“Global
    Notes Legend”	 	 	2.2	(e)
	“IAI
    Global Note”	 	 	2.1	(b)
	“Regulation
    S Global Note”	 	 	2.1	(b)
	“Regulation
    S Notes”	 	 	2.1	(a)
	“Restricted
    Notes Legend”	 	 	2.3	(e)
	“Rule
    144A Global Note”	 	 	2.1	(b)
	“Rule
    144A Notes” 	 	 	2.1	(a)



 






     


     


    

 


Section
2.1             Form and Dating


 


(a)
The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons
other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes may also be considered
to be Rule 144A Notes or Regulation S Notes, as applicable.


 


(b)
Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive,
fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S
Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation
S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend,
which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided
in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global
Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”)
shall also be issued at the request of the Trustee, deposited with the Custodian, and registered in the name of the Depositary
or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to
accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A
Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein
as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global
Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the
Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from
time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to
time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof
as required by Section 2.06 of this Indenture and Section 2.2(c) of this Appendix A. The Company has entered into a letter of
representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized
to act in accordance with such letter and Applicable Procedures.


 


(c)
Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.


 


The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture
and pursuant to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global
Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such
Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions
or held by the Trustee as Custodian.


 






    2


     


    

 


Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect
to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing
the exercise of the rights of a holder of a beneficial interest in any Global Note.


 


(d)
Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests
in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.


 


Section
2.2             Transfer and Exchange.


 


(a)
Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with
a request:


 


(i)
to register the transfer of such Definitive Notes; or


 


(ii)
to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the
Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are
met; provided, however, that the Definitive Notes surrendered for transfer or exchange:


 


(1)
shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)
in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted
Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side of the Form
of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications
and other information as may be requested pursuant thereto.


 


(b)
Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be
exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar, together with:


 









    3


     


    

 


(i) a
certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A for exchange
or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may
be requested pursuant thereto;


 


(ii) written
instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such
instructions to contain information regarding the Depositary account to be credited with such increase; and


 


(iii) upon
request by the Trustee, all information that is in the possession of the applicable party and that is necessary to allow the Trustee
to comply with any tax reporting obligations applicable to the Trustee under applicable tax law in respect of such exchange, including
without limitation any cost basis reporting obligations under Section 6045 of the Code (and the Trustee may rely on the information
provided to it and shall have no responsibility to verify or ensure the accuracy of such information),


 


the
Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global
Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be
credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal
amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Company shall issue and
the Trustee shall authenticate, upon an Authentication Order, a new applicable Global Note in the appropriate principal amount.


 


(c)
Transfer and Exchange of Global Notes.


 


(i)
The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance
with this Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and
the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar
a written order given in accordance with the Depositary’s procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note and such account shall
be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person
making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred.


 


(ii)
If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global
Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note
to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global
Note from which such interest is being transferred.


 


(iii)
Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix
A), a Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary.


 






    4


     


    

 


(d)
Restrictions on Transfer of Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests
in Unrestricted Global Notes.


 


(i)
Transfers by an owner of a beneficial interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery
of such interest through another Transfer Restricted Global Note shall be made in accordance with the Applicable Procedures and
the Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on
the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery
of such legal opinions, certifications and other information as may be requested pursuant thereto. In addition, in the case of
a transfer of a beneficial interest in either a Regulation S Global Note or a Rule 144A Global Note for an interest
in an IAI Global Note, the transferee must furnish a signed letter substantially in the form of Exhibit B to the Trustee.


 


(ii)
During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged
or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such
Regulation S Global Note and any applicable securities laws of any state of the United States of America. Prior to the expiration
of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee
who takes delivery of such interest through a Rule 144A Global Note or an IAI Global Note shall be made only in accordance
with the Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from
the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A
for exchange or registration of transfers. Such written certification shall no longer be required after the expiration of the
Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the
Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.


 


(iii)
Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged
for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form
of Note in Exhibit A for an exchange from a Regulation S Global Note to an Unrestricted Global Note.


 


(iv)
Beneficial interests in a Transfer Restricted Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for
beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of
Note in Exhibit A for an exchange from a Rule 144A Global Note to an Unrestricted Global Note and/or upon delivery of such legal
opinions, certifications and other information as the Company or the Trustee may reasonably request.


 


(v)
If no Unrestricted Global Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv),
the Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the
appropriate principal amount.


 


(e)
Legends.


 


(i)
Except as permitted by Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Appendix A, each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall
bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend
only) (“Restricted Notes Legend”):


 






    5


     


    

 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL
NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE
ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND
THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF SECURITIES OF AT LEAST $250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN
THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT.]


 


Each
Definitive Note shall bear the following additional legend (“Definitive Notes Legend”):


 









    6


     


    

 


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


 


Each
Global Note shall bear the following additional legend (“Global Notes Legend”):


 


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


 


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


 


Each
Note shall bear the following additional legend (“ERISA Legend”):


 


BY
ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION
OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF ANY
PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION
AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


(ii)
Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof
to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive
Notes Legend and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to
the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such certification
to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and provides such legal opinions,
certifications and other information as the Company or the Trustee may reasonably request.


 






    7


     


    

 


(iii)
After a transfer of any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement
with respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes
Legend on such Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial Notes or Additional
Notes be issued in global form shall continue to apply.


 


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


 


(f)
Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged
for Definitive Notes, transferred in exchange for an interest in another Global Note, or redeemed, repurchased or canceled, such
Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in
exchange for an interest in another Global Note, or redeemed, repurchased or canceled, the principal amount of Notes represented
by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then
the Custodian for such Global Note) with respect to such Global Note, by the Registrar or the Custodian, to reflect such reduction.


 


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


 


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


 


(ii)
No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05
of this Indenture).


 


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


 


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


 


(v)
In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does
not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Registrar to the effect that
no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by
the beneficial holder thereof, shall be required to be delivered to the Registrar and the Trustee.


 






    8


     


    

 


(h)
No Obligation of the Trustee.


 


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


 


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


 


Section
2.3             Definitive Notes.


 


(a)
A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may
be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of
this Appendix A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for
such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act
and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company
becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing and the Registrar has received a
request from the Depository or (iii) the Company, in its sole discretion and subject to the procedures of the Depository, notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. In addition, any Affiliate
of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial
interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Company and the
Trustee and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company or
Trustee.


 


(b)
Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by
the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated
and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names
as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer
Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend.


 






    9


     


    

 


(c)
The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the
Notes.


 


(d)
In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 









    10


     


    

 



 


[FORM
OF FACE OF NOTE]


 


[Insert
the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert
the ERISA Legend, if applicable, pursuant to the provisions of the Indenture.]


 






    A-1


     


    

 


[If
Regulation 144A Global Note – CUSIP: 978097AF0; ISIN: US978097AD55]


[If
Regulation S Global Note – CUSIP: U97227AC3; ISIN: USU97227AC36]


 


GLOBAL
NOTE


 


6.375%
Senior Notes due 2025


 


	No. [RA-1]
    [RS-1]	[Up
    to] $[________]




 


WOLVERINE
WORLD WIDE, INC.


 


promises
to pay to CEDE & CO. or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global
Note attached hereto] [of $_______ (_______ Dollars)] on May 15, 2025.


 


Interest
Payment Dates: May 15 and November 15


 


Record
Dates: May 1 and November 1


 






    A-2


     


    

 


IN
WITNESS HEREOF, the Company has caused this instrument to be duly executed.


 


Dated:


 


	 	Wolverine
    World Wide, Inc.
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:


 






    A-3


     


    

 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Notes referred to in the within-mentioned Indenture:


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By: 	 
	 	 	Authorized Signatory
	 	 	 


 


Dated:


 






    A-4


     


    

 


[Reverse
Side of Note]



6.375% Senior Notes due 2025


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.       INTEREST.
Wolverine World Wide, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal
amount of this Note at 6.375% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears
on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from and including the date of original issuance; provided that the first Interest
Payment Date shall be [                         ].
The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at the interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the interest rate on the Notes to the extent lawful. Interest
shall be computed on the basis of a 360-day year comprised of 12 30-day months.


 


2.       METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at the close of business
on the May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment
Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall
be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest
and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in the Note Register.
Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 


3.       PAYING
AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Restricted
Subsidiaries may act in any such capacity.


 


4.       INDENTURE.
The Company issued the Notes under an Indenture, dated as of May 11, 2020 (the “Indenture”), among the Company,
the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as
its 6.375% Senior Notes due 2025. The Company shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09
of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities
under the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and
Holders are referred to the Indenture for a statement of such terms. Any term used in this Note that is defined in the Indenture
shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


5.       REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the
Notes.


 






    A-5


     


    

 


6.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders
shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of
Control Offer or Asset Disposition Offer, except for the unredeemed portion of any Note being redeemed or repurchased in part.


 


7.       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


8.       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


9.       DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the occurrence of
an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth
in the applicable provisions of the Indenture.


 


10      AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual or facsimile signature of the Trustee.


 


11.     GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


12.     CUSIP
AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the
Company at the following address:


 


c/o
Wolverine World Wide, Inc.

9341 Courtland Drive N.E.

Rockford, Michigan 49351

Fax No.: (616) 866 – 0257

Email: Mike.Stornant@wwwinc.com

Attention: Michael Stornant


 






    A-6


     


    

 


ASSIGNMENT
FORM


 


To
assign this Note, fill in the form below:


 


	(I)
    or (we) assign and transfer this Note to:  	 
	 	(Insert
    assignee’s legal name)




 


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


 


 


 


 




(Print
or type assignee’s name, address and zip code)


 


	and irrevocably appoint 	                                                                                                                                                                                                        
	to
    transfer this Note on the books of the Company. The agent may substitute another to act for him.




 


Date:
_____________________


 


	 	 	 	Your
    Signature:  	 
	 	 	 	 	(Sign
    exactly as your name appears on the face of this Note)
	 	 	 	 	 
	Signature
    Guarantee*: 	 	 	 	 




 


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    A-7


     


    

 



CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This
certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive
form by the undersigned.


 


The
undersigned (check one box below):


 


		 ̈	has
                                         requested the Trustee by written order to deliver in exchange for its beneficial interest
                                         in a Global Note held by the Depositary a Note or Notes in either definitive or global
                                         registered form of authorized denominations and an aggregate principal amount equal to
                                         its beneficial interest in such Global Note (or the portion thereof indicated above)
                                         in accordance with the Indenture; or



 


		 ̈	has
                                         requested the Trustee by written order to exchange or register the transfer of a Note
                                         or Notes.



 


In
connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being
transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈	to
                                         the Company or subsidiary thereof; or



 


		(2)	 ̈	to
                                         the Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant
                                         to an effective registration statement under the Securities Act of 1933, as amended (the
                                         “Securities Act”); or



 


		(4)	 ̈	to
                                         a Person that the undersigned reasonably believes is a “qualified institutional
                                         buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”))
                                         that purchases for its own account or for the account of a qualified institutional buyer
                                         and to whom notice is given that such transfer is being made in reliance on Rule 144A,
                                         in each case pursuant to and in compliance with Rule 144A; or



 


		(5)	 ̈	pursuant
                                         to offers and sales to non-U.S. persons that occur outside the United States of America
                                         within the meaning of Regulation S under the Securities Act (and if the transfer is being
                                         made prior to the expiration of the Distribution Compliance Period, the Notes shall be
                                         held immediately thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to
                                         an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
                                         (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter
                                         containing certain representations and agreements; or



 


		(7)	 ̈	pursuant
                                         to Rule 144 under the Securities Act; or



 


		(8)	 ̈	pursuant
                                         to another available exemption from registration under the Securities Act.



 






    A-8


     


    

 


Unless
one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of
any Person other than the registered Holder thereof; provided, however, that if box (5), (6), (7) or (8) is
checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications
and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.





 


	 	 
	 	Your Signature
	 	 
	Date:                               	 
	 	Signature of
Signature Guarantor
	 	 



 


TO
BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within
the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


	Dated:
                       	 
	 	NOTICE:To
                                        be executed by an executive officer 

                                                      

	 	Name:
	 	Title:



 


Signature
Guarantee*: __________________________________ 


 


		*	Participant
                                         in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
                                         to the Trustee).



 






    A-9


     


    

 


TO
BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A
 REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,
 PURSUANT
TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE1


 


The
undersigned represents and warrants that either:


 


		 ̈	the
                                         undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person
                                         (within the meaning of Regulation S under the Securities Act); or



 


		 ̈	the
                                         undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within
                                         the meaning of Regulation S under the Securities Act) who purchased interests in
                                         the Notes pursuant to an exemption from, or in a transaction not subject to, the registration
                                         requirements under the Securities Act; or



 


		 ̈	the
                                         undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned
                                         in this Note does not constitute the whole or a part of an unsold allotment to or subscription
                                         by such dealer for the Notes.



 


	Dated:
                            	 
	 	Your Signature



 





 






1
       Include only for Regulation S Global Notes.


 






    A-10


     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check
the appropriate box below:


 


 ̈
Section 4.15        ̈ Section 4.16


 


If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture,
state the amount you elect to have purchased:


 


		$                                    	(integral
                                         multiples of $1,000,

                                         provided that the unpurchased

                                         portion must be in a minimum

                                         principal amount of $2,000)



 


Date:
                                


 


	 	Your
    Signature:	 
	 	 	(Sign
    exactly as your name appears on

    the face of this Note)
	 	Tax
    Identification No.:	 
	 	 




Signature
Guarantee*:                                                          


 


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    A-11


     


    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The
initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note
for an interest in this Global Note, have been made:


 


	Date
                                         of Exchange
	Amount
                                         of decrease

                                         in Principal Amount of

                                         this Global Note
	Amount
                                         of

                                         increase

                                         in Principal

                                         Amount of

                                         this

                                         Global Note
	Principal

                                         Amount of

                                         this Global

                                         Note

                                         following

                                         such

                                         decrease or

                                         increase
	Signature
                                         of

                                         authorized signatory

                                         of Trustee,

                                         Depositary or

                                         Custodian

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





 






*This
schedule should be included only if the Note is issued in global form.


 






    A-12


     


    

 


Exhibit
B


 


FORM
OF

TRANSFEREE LETTER OF REPRESENTATION


 


Wolverine
World Wide, Inc.


9341
Courtland Drive N.E.

Rockford, Michigan 49351

Fax No.: (616) 866 – 0257

Email: Mike.Stornant@wwwinc.com

Attention: Michael Stornant


 


 


Wells
Fargo Bank, Corporate Trust-DAPS Reorg


600
Fourth Street South, 7th Floor


MAC
N9300-070

Minneapolis, MN 55415


Phone:
1-800-344-5128


Fax:
1-866-969-1290

Email: dapsreorg@wellsfargo.com


 


Ladies
and Gentlemen:


 


This
certificate is delivered to request a transfer of $[_______] principal amount of the 6.375% Senior Notes due 2025 (the “Notes”)
of Wolverine World Wide, Inc. (the “Company”).


 


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


 


Name:________________________


 


Address:______________________


 


Taxpayer
ID Number:____________


 


The
undersigned represents and warrants to you that:


 


1.
We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such
an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes,
for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of
our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.


 


2.
We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is six months after the later of the date of original
issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only in accordance with the Restricted Notes Legend (as such term
is defined in the indenture under which the Notes were issued) on the Notes and any applicable securities laws of any state of
the United States of America. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or other transfer of the Notes is proposed to be made to another such institutional “accredited investor”
above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially
in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to
the Resale Restriction Termination Date of the Notes with respect to applicable transfers described in the Restricted Notes Legend
to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the
Trustee.


 


		 	TRANSFEREE:                                                              ,
	 	 	 
		 	by:                                                       




 






    B-1


     


    

 


EXHIBIT
C


 


FORM
OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of [__________] [__], 20[__], among __________________
(the “Guaranteeing Subsidiary”), a subsidiary of Wolverine World Wide, Inc., a Delaware corporation (the “Company”),
the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).


 


W
I T N E S E T H


 


WHEREAS,
each of the Company and the Guarantors (as defined in this Indenture referred to below) has heretofore executed and delivered
to the Trustee an indenture (the “Indenture”), dated as of May 11, 2020, providing for the issuance of an unlimited
aggregate principal amount of 6.375% Senior Notes due 2025 (the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and


 


WHEREAS,
the Company has provided to the Trustee such documents as are required to be provided to it under Article 9 of the Indenture,
and pursuant to Section 9.01 of the Indenture, the Trustee and the Guaranteeing Subsidiary are authorized to execute and deliver
this Supplemental Indenture.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.       Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.       Guarantor.
The Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture
applicable to Guarantors, including Article 10 thereof.


 


3.       Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.       Waiver
of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 






    C-1


     


    

 


5.       Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile
or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes
and shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by such means.


 


6.       Headings.
The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


7.       The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture, the Note Guarantee of the Guaranteeing Subsidiary or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Company and the Guaranteeing Subsidiary.


 






    C-2


     


    

  


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


  


	 	WOLVERINE
    WORLD WIDE INC.
	 	 
	 	By:  	   
	 	 	Name:
	 	 	Title:


  


	 	[NAME
    OF GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    C-3