Exhibit 4.1


 





Execution Version


 













LAMB WESTON HOLDINGS, INC.,

as Issuer


 


4.875% Senior
Notes due 2028


 





 






 





INDENTURE


 


Dated as of May 12, 2020


 


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 






     


     


    




 










	TABLE OF CONTENTS
		 	 
		 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Other Definitions	26
	SECTION 1.03.	[Reserved]	27
	SECTION 1.04.	Rules of Construction	27
	SECTION 1.05.	Limited Condition Acquisitions	27
	 	 	 
	ARTICLE II
	 	 	 
	THE NOTES
	 	 	 
	SECTION 2.01.	Amount of Notes	28
	SECTION 2.02.	Form and Dating	29
	SECTION 2.03.	Execution and Authentication	29
	SECTION 2.04.	Registrar and Paying Agent	29
	SECTION 2.05.	Paying Agent To Hold Money in Trust	30
	SECTION 2.06.	Holder Lists	30
	SECTION 2.07.	Transfer and Exchange	30
	SECTION 2.08.	Replacement Notes	39
	SECTION 2.09.	Outstanding Notes	39
	SECTION 2.10.	Cancellation	40
	SECTION 2.11.	Defaulted Interest	40
	SECTION 2.12.	CUSIP, ISIN or Common Code Numbers	40
	SECTION 2.13.	Calculation of Principal Amount of Notes	40
	 	 	 
	ARTICLE III
	 	 	 
	REDEMPTION
	 	 	 
	SECTION 3.01.	Notices to Trustee	41
	SECTION 3.02.	Selection of Notes To Be Redeemed	41
	SECTION 3.03.	Notice of Redemption	41
	SECTION 3.04.	Effect of Notice of Redemption	42
	SECTION 3.05.	Deposit of Redemption Price	42
	SECTION 3.06.	Notes Redeemed in Part	42
	 	 	 
	ARTICLE IV
	 	 	 
	COVENANTS
	 	 	 
	SECTION 4.01.	Covenant Suspension	42
	SECTION 4.02.	Payment of Notes	43
	SECTION 4.03.	SEC Reports	43
	SECTION 4.04.	Limitation on Debt	43
	SECTION 4.05.	Limitation on Restricted Payments	46
	SECTION 4.06.	Limitation on Liens	48
	SECTION 4.07.	Limitation on Asset Sales	49
	SECTION 4.08.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	51



 






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		 	Page
	 	 	 
	SECTION 4.09.	Limitation on Transactions with Affiliates	52
	SECTION 4.10.	Designation of Restricted and Unrestricted Subsidiaries	53
	SECTION 4.11.	[Reserved]	54
	SECTION 4.12.	Change of Control	54
	SECTION 4.13.	[Reserved]	55
	SECTION 4.14.	Limitation on Guarantees of Debt by Restricted Subsidiaries	55
	 	 	 
	 	 	 
	ARTICLE V
	 	 	 
	SUCCESSOR COMPANY
	 	 	 
	SECTION 5.01.	When Company May Merge or Transfer Assets	55
	 	 	 
	ARTICLE VI
	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 
	SECTION 6.01.	Events of Default	57
	SECTION 6.02.	Acceleration	59
	SECTION 6.03.	Other Remedies	59
	SECTION 6.04.	Waiver of Past Defaults	59
	SECTION 6.05.	Control by Majority	59
	SECTION 6.06.	Limitation on Suits	59
	SECTION 6.07.	Rights of Holders to Receive Payment	60
	SECTION 6.08.	Collection Suit by Trustee	60
	SECTION 6.09.	Trustee May File Proofs of Claim	60
	SECTION 6.10.	Priorities	60
	SECTION 6.11.	Undertaking for Costs	61
	SECTION 6.12.	Waiver of Stay or Extension Laws	61
	 	 	 
	ARTICLE VII
	 	 	 
	TRUSTEE
	 	 	 
	SECTION 7.01.	Duties of Trustee	61
	SECTION 7.02.	Rights of Trustee	62
	SECTION 7.03.	Individual Rights of Trustee	63
	SECTION 7.04.	Trustee’s Disclaimer	63
	SECTION 7.05.	Notice of Defaults	63
	SECTION 7.06.	[Reserved]	63
	SECTION 7.07.	Compensation and Indemnity	63
	SECTION 7.08.	Replacement of Trustee	64
	SECTION 7.09.	Successor Trustee by Merger	65
	SECTION 7.10.	Eligibility; Disqualification	65
	SECTION 7.11.	Preferential Collection of Claims Against Company	65
	 	 	 
	ARTICLE VIII
	 	 	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	 
	SECTION 8.01.	Discharge of Liability on Notes; Defeasance	65
	SECTION 8.02.	Conditions to Defeasance	66
	SECTION 8.03.	Application of Trust Money	67
	SECTION 8.04.	Repayment to Company	67
	SECTION 8.05.	Indemnity for U.S. Government Obligations	67



 






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	 	 	Page
	 	 	 
	SECTION 8.06.	Reinstatement	67
	 	 	 
	ARTICLE IX
	 	 	 
	AMENDMENTS
	 	 	 
	SECTION 9.01.	Without Consent of Holders	67
	SECTION 9.02.	With Consent of Holders	68
	SECTION 9.03.	[Reserved]	69
	SECTION 9.04.	Revocation and Effect of Consents and Waivers	69
	SECTION 9.05.	Notation on or Exchange of Notes	69
	SECTION 9.06.	Trustee To Sign Amendments	70
	SECTION 9.07.	Additional Voting Terms; Calculation of Principal Amount	70
	 	 	 
	ARTICLE X
	 	 	 
	GUARANTEE
	 	 	 
	SECTION 10.01.	Guarantee of Notes	70
	SECTION 10.02.	Limitation on Liability	72
	SECTION 10.03.	Successors and Assigns	72
	SECTION 10.04.	No Waiver	72
	SECTION 10.05.	Modification	72
	SECTION 10.06.	Execution of Supplemental Indenture for Future Guarantors	73
	SECTION 10.07.	Non-Impairment	73
	 	 	 
	ARTICLE XI
	 	 	 
	MISCELLANEOUS
	 	 	 
	SECTION 11.01.	Reserved	73
	SECTION 11.02.	Notices	73
	SECTION 11.03.	Communication by Holders with Other Holders	74
	SECTION 11.04.	Certificate and Opinion as to Conditions Precedent	74
	SECTION 11.05.	Statements Required in Certificate or Opinion	74
	SECTION 11.06.	Annual Officer’s Certificate as to Compliance	74
	SECTION 11.07.	When Notes Disregarded	74
	SECTION 11.08.	Rules by Trustee, Paying Agents and Registrar	74
	SECTION 11.09.	Legal Holidays	74
	SECTION 11.10.	Governing Law; Jury Trial Waiver	75
	SECTION 11.11.	No Recourse Against Others	75
	SECTION 11.12.	Successors	75
	SECTION 11.13.	Multiple Originals	75
	SECTION 11.14.	Table of Contents; Headings	75
	SECTION 11.15.	Force Majeure	75
	SECTION 11.16.	U.S.A. Patriot Act	75



 





	EXHIBIT INDEX	 	 
	 	 	 
	Exhibit A 	-	Form of Initial Note
	Exhibit B 	-	Form of Certificate of Transfer
	Exhibit C  	-	Form of Certificate
of Exchange
	Exhibit D 	-	Form of Supplemental Indenture


 






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INDENTURE dated as of May 12, 2020
among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) party
hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of
the United States of America, as Trustee (the “Trustee”).


 


Each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of (i) $500,000,000 aggregate principal amount of
the Company’s 4.875% Senior Notes due 2028 issued on the date hereof (the “Initial Notes”) and (ii) Additional
Notes issued from time to time (together with the Initial Notes, the “Notes”):


 


ARTICLE I


 


Definitions and Incorporation by Reference


 


SECTION 1.01.      Definitions.


 


“2024 Notes” means the Company’s
4.625% Senior Notes due 2024 outstanding on the Issue Date that were issued pursuant to the 2024 Notes Indenture.


 


“2024 Notes Indenture” means
that certain Indenture, dated as of November 9, 2016, by and among the Company, the guarantors party thereto and Wells Fargo
Bank, National Association, as trustee, as it may be amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof.


 


“2026 Notes” means the Company’s
4.875% Senior Notes due 2026 outstanding on the Issue Date that were issued pursuant to the 2026 Notes Indenture.


 


“2026 Notes Indenture” means
that certain Indenture, dated as of November 9, 2016, by and among the Company, the guarantors party thereto and Wells Fargo
Bank, National Association, as trustee, as it may be amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof.


 


“Additional Assets” means:


 


(a)            any
Property (other than cash, cash equivalents, securities and inventory) to be owned by the Company or any Restricted Subsidiary
and used or useful in a Permitted Business;


 


(b)            Equity
Interests of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Equity Interests by the Company
or another Restricted Subsidiary; or


 


(c)            Equity
Interests constituting a minority interest not held by the Company or a Restricted Subsidiary in any Person that at such time is
a Restricted Subsidiary;


 


provided,
however, that, in the case of clauses (b) and (c), the Restricted Subsidiary is primarily engaged in a Permitted Business.


 


“Additional Notes” means Notes
issued under the terms of this Indenture subsequent to the Issue Date and in compliance with Section 4.04, it being understood
that any Notes issued in exchange for or replacement of any Initial Note shall not be an Additional Note.


 


“Affiliate” means, with respect
to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.


 


“Allocable Excess Proceeds”
means the product of:


 


(a)            the
Excess Proceeds, and


 






     


     


    

 


(b)            a
fraction,


 


(1)            the
numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and


 


(2)            the
denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer
and the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer that is pari
passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material
respects to Section 4.07 and requiring the Company to make an offer to purchase such Debt at substantially the same time as
the Prepayment Offer.


 


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


 


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


 


(2)            the
excess, if any, of:


 


(A)            the
present value at such redemption date of (i) the principal amount of such Note plus (ii) all scheduled remaining interest
payments due on such Note through November 15, 2027 (excluding accrued but unpaid interest to, but excluding, the redemption
date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over


 


(B)            the
principal amount of such Note.


 


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


 


“Asset Sale” means any sale,
lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the
Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a “disposition”), of:


 


(a)            any
shares of Equity Interests of a Restricted Subsidiary (other than directors’ qualifying shares or shares of interests required
to be held by foreign nationals pursuant to local law),


 


(b)            all
or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary, or


 


(c)            any
other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted
Subsidiary,


 


other than, in the case of clause (a), (b) or (c) above,


 


(1)            any
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary,


 


(2)            any
disposition that constitutes a Restricted Payment permitted by Section 4.05 or a Permitted Investment,


 


(3)            any
disposition effected in compliance with Section 5.01,


 






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(4)            a
sale of accounts receivables and related assets in connection with a Permitted Receivables Financing,


 


(5)            the
creation of Liens permitted by Section 4.06,


 


(6)            the
unwinding of any Swap Contract,


 


(7)            transfers
of condemned real property as a result of the exercise of “eminent domain” or other similar policies to the respective
governmental authority or agency that has condemned such property (whether by deed in lieu of condemnation or otherwise), and transfers
of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement,


 


(8)            non-exclusive
licenses or sublicenses of intellectual property in the ordinary course of business and abandonment or lapse of intellectual property
that is, in the reasonable business judgment of the Company or its Restricted Subsidiary, no longer used in or useful in the conduct
of their respective businesses,


 


(9)            Specified
Sales,


 


(10)          the
issuance by a Restricted Subsidiary of Disqualified Equity Interests or Preferred Stock that is permitted under Section 4.04,
and


 


(11)          any
disposition that does not (alone or in a series of related dispositions) involve assets having a Fair Market Value or consideration
in excess of $25.0 million.


 


“Attributable Debt” means, with
respect to any Sale and Leaseback Transaction, (i) with respect to any such lease that creates a Capital Lease Obligation,
the Capital Lease Obligation thereunder and (ii) with respect to any lease that does not result in a Capital Lease Obligation,
the principal amount of the Capital Lease Obligation that would result if such lease was treated as a Capital Lease Obligation
(assuming an interest rate for such lease equal to the interest rate applicable to the Notes).


 


“Attributed Principal Amount”
means, on any day, with respect to any Permitted Receivables Financing entered into by the Company or any Restricted Subsidiary,
the aggregate amount (with respect to any such transaction, the “Invested Amount”) paid to, or borrowed by, such Person
as of such date under such Permitted Receivables Financing, minus the aggregate amount received by the applicable Receivables Financier
and applied to the reduction of the Invested Amount under such Permitted Receivables Financing.


 


“Authentication Agent” means
an institution, reasonably acceptable to the Company, appointed by the Trustee to authenticate the Notes.


 


“Available Amount” means, at
any time, an amount equal to the sum, without duplication, of:


 


(a)            50%
of Consolidated Net Income of the Company for the period (taken as a single accounting period (but excluding any fiscal quarter
occurring solely during a Suspension Period)) commencing on November 28, 2016 and ending on the last day of the most recent
fiscal quarter for which internal financial statements are available at such time (or, if such aggregate cumulative Consolidated
Net Income of the Company for such period shall be a deficit, minus 100% of such deficit); plus


 


(b)            100%
of the Equity Interest Sale Proceeds or other capital contributions received by the Company (other than from a Subsidiary of the
Company) following the Existing Notes Issue Date and prior to such time to the extent such proceeds have not been utilized as the
basis the making of any Restricted Payment (other than pursuant to clause (c) of the first paragraph of Section 4.05);
plus


 






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(c)            100%
of the net cash proceeds received by the Company or a Restricted Subsidiary (other than from the Company or a Subsidiary of the
Company) from the issuance or sale of Debt of the Company or a Restricted Subsidiary following the Existing Notes Issue Date to
the extent such Debt has been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) of the
Company prior to such time; plus


 


(d)            the
aggregate amount of cash returns received by the Company or any Restricted Subsidiary (other than from the Company or a Subsidiary)
from any Restricted Investment made subsequent to the Existing Notes Issue Date pursuant to clause (c) of the first paragraph
of Section 4.05 prior to such time (including upon the disposition of any such Investment); plus


 


(e)            the
Fair Market Value of the Company’s and its Restricted Subsidiaries’ Restricted Investments in any Unrestricted Subsidiary
at the time it is designated as a Restricted Subsidiary subsequent to the Existing Notes Issue Date to the extent the Investment
in such Unrestricted Subsidiary was made pursuant to clause (c) of the first paragraph of Section 4.05.


 


“Average Life” means, as of
any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:


 


(a)            the
sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the
dates of each successive scheduled principal payment of that Debt or redemption or similar payment with respect to that Preferred
Stock multiplied by the amount of the payment by


 


(b)            the
sum of all payments of this kind.


 


“Bankruptcy Law” means Title
11, United States Code, or any similar Federal or state law for the relief of debtors.


 


“Board of Directors” means the
Board of Directors of the Company (or, in the case of clause (b) of the first paragraph of Section 4.09, the applicable
Restricted Subsidiary) or any committee thereof duly authorized to act on behalf of such Board of Directors.


 


“Business Day” means each day
that is not a Legal Holiday.


 


“Capital Lease Obligation” means
any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the
amount of Debt represented by that obligation shall be the capitalized amount of the obligations determined in accordance with
GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under that lease prior
to the first date upon which that lease may be terminated by the lessee without payment of a penalty. Notwithstanding the foregoing,
any lease (whether entered into before or after the Issue Date) that would have been classified as an operating lease (including
the amount of the liability in respect of the operating lease that would at such time be required to be reflected as a liability
on a balance sheet) pursuant to GAAP as in effect on December 31, 2018 will be deemed not to represent a Capital Lease Obligation
or Debt. For purposes of Section 4.06, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being
leased.


 


“Cash Equivalents” means:


 


(a)            direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or
by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case
maturing within one year from the date of acquisition thereof;


 


(b)            investments
in (1) commercial paper and variable or fixed rate notes issued by (A) any domestic commercial bank of recognized standing
having capital and surplus in excess of $250,000,000 or (B) any bank whose short-term commercial paper rating from S&P
is at least A-1 or from Moody’s is at least P-1 (any such bank described in this clause (b) being an “Approved
Bank”) (or by the parent company thereof) or (2) any commercial paper or variable rate notes issued by, or guaranteed
by any domestic corporation rated A-1 or better by S&P or P-1 or better by Moody’s, and in each case maturing within
270 days from the date of acquisition thereof;


 






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(c)            investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any Approved Bank;


 


(d)            repurchase
agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (b) above;


 


(e)            money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and


 


(f)            other
investments made for cash management purposes in any jurisdiction outside the United States where the Company or its Restricted
Subsidiaries conduct business that are classified as “cash equivalents” in accordance with GAAP.


 


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


 


(1)            any
 “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act)
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act except that a person will be deemed
to be the beneficial owner of any Equity Interests of the Company such person has the right to acquire, whether that right is exercisable
immediately or only after the passage of time), directly or indirectly (including as a result of a merger or consolidation of the
Company), of more than 50% of the voting power of the Equity Interests of the Company entitled to vote for members of the Board
of Directors on a fully diluted basis;


 


(2)            the
sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person other than the Company or a Restricted
Subsidiary; or


 


(c)            the
shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a Person
shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or
similar agreement until the consummation of the transactions contemplated by such agreement unless such Person has the right to
vote or direct the voting of such Equity Interests.


 


“Clearstream” means Clearstream
Banking, Société Anonyme or any successor securities clearing agency.


 


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


 


“Company” means the party named
as such in this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the
successor.


 


“Consolidated EBITDA” means,
for any period, for the Company and its Restricted Subsidiaries on a consolidated basis, an amount equal to:


 


(a)            Consolidated
Net Income for such period, plus


 






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(b)            other
than with respect to clause (iv) below, an amount which, in the determination of Consolidated Net Income for such period,
has been deducted for, without duplication: (i) Consolidated Interest Expense, (ii) provision for taxes based on income,
profits or capital of the Company and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise
and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to
such taxes or arising from any tax examinations, (iii) depreciation and amortization expense and all other non-cash charges
(including impairment charges), expenses or losses (except for any such expense that (x) requires accrual of a reserve for
anticipated future cash payments for any period or (y) represents a write-down of current assets), (iv) (1) pro
forma costs savings permitted to be reflected in pro forma financial statements prepared in accordance with Regulation S-X of the
Exchange Act and (2) the amount of pro forma cost savings, operating expense reductions and synergies (collectively, “Cost
Savings”) that are reasonably expected by the Company to result over the next succeeding four fiscal quarter period (calculated
as though such Cost Savings had been realized on the first day of such period) as a result of, or in connection with, actions (including
any acquisition or disposition of a Restricted Subsidiary or line of business, in each case, outside the ordinary course of business)
consummated during such period or expected to be taken within twelve months, provided that (A) such Cost Savings are
reasonably identifiable, quantifiable and factually supportable, (B) the aggregate amount of such Cost Savings added pursuant
to this clause (iv)(2) during such period shall not exceed an amount equal to 10.0% of Consolidated EBITDA for such period
(calculated without giving effect to any amounts added back pursuant to this clause (iv)(2)) and (C) such pro forma Cost Savings
shall only be added back for quarters ending on or prior to the last day of the fourth full fiscal quarter following the applicable
action, and in each case described in this clause (iv), no Cost Savings shall be added pursuant to this clause (iv) to the
extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or
otherwise, for such period, (v) non-recurring, extraordinary or unusual cash charges, expenses or losses not exceeding $25.0
million in any four fiscal quarter period, (vi) any contingent or deferred payments (including earn-out payments, non-compete
payments and consulting payments but excluding ongoing royalty payments) made in connection with any acquisition of a Restricted
Subsidiary or line of business outside the ordinary course of business, (vii) the amount of write-offs or amortization of
deferred financing fees, commissions, fees and expenses (including any write-offs or amortization of fees and expenses related
to Permitted Receivables Financings), (viii) losses from foreign exchange translation adjustments or Swap Contracts during
such period, (ix) losses associated with discontinued operations (but only after such operations are no longer owned or operated
by the Company or a Restricted Subsidiary), (x) income associated with discontinued operations (but only after such operations
are no longer owned or operated by the Company or a Restricted Subsidiary), acquisition integration costs and fees, including cash
severance payments made in connection with acquisitions, (xi) any costs or expenses incurred pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders
agreement to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or
net cash proceeds of issuance of Equity Interests of the Company (provided that such net cash proceeds shall not increase
the Available Amount), and (xii) the fees and expenses paid to third parties during such period that directly arise out of
and are incurred in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of
Equity Interests, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any
such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed, and including transaction
expenses incurred in connection therewith) or early extinguishment of Debt to the extent such items were subject to capitalization
prior to the effectiveness of Financial Accounting Standards Board Statement No. 141R, “Business Combinations,”
but are required under such statement to be expensed currently, minus


 


(c)            the
following to the extent included in the determination of Consolidated Net Income for such period, without duplication: (i) non-cash
credits, income or gains, including non-cash gains from foreign exchange translation adjustments or Swap Contracts during such
period (but excluding any non-cash credits, income or gains that represent an accrual in the ordinary course), (ii) any extraordinary
or unusual income or gains (including amounts received on early terminations of Swap Contracts), and (iii) any federal, state,
local and foreign income tax credits.


 






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“Consolidated Fixed Charges”
means, for any period, the total interest expense (net of interest income) of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries,
without duplication,


 


(a)            interest
expense with respect to Capital Lease Obligations,


 


(b)            amortization
of debt discount,


 


(c)            capitalized
interest,


 


(d)            non-cash
interest expense,


 


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


 


(f)            net
costs associated with Swap Contracts relating to interest rates (including amortization of fees) (it being understood that any
net benefits associated with Swap Contracts relating to interest rates shall be included in interest income),


 


(g)            Disqualified
Equity Interest Dividends, excluding dividends paid in Qualified Equity Interests,


 


(h)            Preferred
Stock Dividends,


 


(i)            interest
Incurred in connection with Investments in discontinued operations, and


 


(j)            interest
accruing on any Debt of any other Person to the extent that Debt is guaranteed by the Company or any Restricted Subsidiary.


 


Notwithstanding anything to the contrary
contained herein, (i) amortization or write-off of debt issuance costs, deferred financing or liquidity fees, commissions,
fees and expenses, call premiums, (ii) any expensing of bridge, commitment and other financing fees and (iii) commissions,
discounts, yield and other fees and charges Incurred in connection with any transaction (including, without limitation, any Permitted
Receivables Financing) pursuant to which the Company or any Subsidiary of the Company may sell, convey or otherwise transfer or
grant a security interest in any accounts receivable or related assets of the type specified in the definition of “Permitted
Receivables Financing” shall not be included in Consolidated Fixed Charges.


 


“Consolidated Fixed Charges Coverage
Ratio” means, as of any date of determination, the ratio of:


 


(a)            the
aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which internal financial statements are available
on such determination date to


 


(b)            Consolidated
Fixed Charges for those four fiscal quarters;


 


provided,
however, that the Consolidated Fixed Charges Coverage Ratio shall be calculated on a Pro Forma Basis.


 


“Consolidated Funded Debt” means,
as of any date of determination with respect to the Company and its Restricted Subsidiaries on a consolidated basis, without duplication,
the sum of: (a) the outstanding principal amount of all obligations for borrowed money, whether current or long-term, and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments or upon which interest payments
are customarily made; (b) all obligations arising under letters of credit (including standby and commercial), but only to
the extent consisting of unpaid reimbursement obligations in respect of drawn amounts under letters of credit; (c) all Capital
Lease Obligations; (d) all obligations issued or assumed as the deferred purchase price of assets or services purchased (other
than contingent earn-out payments and other contingent deferred payments to the extent not fixed and payable, and trade debt Incurred
in the ordinary course of business) which would appear as liabilities on a balance sheet in accordance with GAAP; (e) all
Disqualified Equity Interests of such Persons; (f) all guarantees by the Company or a Restricted Subsidiary with respect to
outstanding Debt of the type specified in clauses (a) through (e) above of another Person; and (g) all Debt of the
types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that
is itself a corporation, limited liability company or similar limited liability entity organized under the laws of a jurisdiction
other than the United States or a state thereof) in which the Company or any of its Restricted Subsidiaries is a general partner
or joint venturer, except to the extent that Debt is expressly made non-recourse to such Person.


 






    -7-


     


    

 


“Consolidated Interest Expense”
means, for any period, for the Company and its Restricted Subsidiaries on a consolidated basis without duplication, the following
(in each case as determined in accordance with GAAP): (a) all interest in respect of Consolidated Funded Debt (including the
interest component of synthetic leases, account receivables securitization programs, off balance sheet loans or similar off balance
sheet financing products) accrued during such period (whether or not actually paid during such period) determined after giving
effect to any net payments made or received under interest rate Swap Contracts minus (b) the sum of (i) all interest
income during such period and (ii) to the extent included in clause (a) above, the amount of write-offs or amortization
of deferred financing fees, commissions, fees and expenses (including write-offs or amortization of fees and expenses related to
Permitted Receivables Financings), and amounts paid (or plus any amounts received) on early terminations of Swap Contracts plus
(c) the loss or discount on the sale of Transferred Assets to any Receivables Financier in connection with a Permitted Receivables
Financing.


 


“Consolidated Net Income” for
any period means the consolidated net income (or loss) attributable to the Company for such period determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included
therein), without duplication:


 


(1)            the
net income (or loss) of any Person that is not a Restricted Subsidiary, except (i) to the extent such income has actually
been distributed in cash to the Company or any Restricted Subsidiary during such period and (ii) in the case of the Existing
Joint Ventures, for other equity of the Company and its Restricted Subsidiaries in the earnings of the Existing Joint Ventures
in excess of the amount included pursuant to clause (1)(i) so long as the amount included in this clause (1)(ii) for
any period does not exceed 6.0% of Consolidated EBITDA for such period,


 


(2)            gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP,


 


(3)            the
cumulative effect of any change in accounting principles, and


 


(4)            gains
and losses from dispositions of assets outside the ordinary course of business or upon early retirement of Debt.


 


“Consolidated Net Leverage Ratio”
means, on any date, the ratio, determined on a Pro Forma Basis, of (a) Consolidated Funded Debt on such date, minus
(i) unrestricted cash and Cash Equivalents of the Company and the Guarantors (it being agreed that cash or Cash Equivalents
(x) placed on deposit with a trustee to discharge or defease Debt or (y) to the extent proceeds of Debt Incurred to finance
an acquisition and held in escrow pending the consummation of such acquisition to consummate such acquisition or prepay such Debt
shall be considered unrestricted to the extent the related Debt is included in Consolidated Funded Debt) and (ii) to the extent
not prohibited from being distributed to the Company or any Guarantor pursuant to any applicable law, contractual obligation or
organizational document, 75% of the amount of unrestricted cash and Cash Equivalents of Restricted Subsidiaries that are not Guarantors
(it being agreed that cash or Cash Equivalents segregated or held in escrow to prepay Debt or to consummate an acquisition shall
be considered unrestricted) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date
(or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior
to such date for which internal financial statements are available at such time).


 






    -8-


     


    

 


“Consolidated Secured Net Leverage
Ratio” means, on any date, the ratio, determined on a Pro Forma Basis, of (a) Consolidated Funded Debt on such date
that is secured by any Lien on any assets of the Company or a Restricted Subsidiary, minus (i) unrestricted cash and
Cash Equivalents of the Company and the Guarantors (it being agreed that cash or Cash Equivalents (x) placed on deposit with
a trustee to discharge or defease Debt or (y) to the extent proceeds of Debt Incurred to finance an acquisition and held in
escrow pending the consummation of such acquisition to consummate such acquisition or prepay such Debt shall be considered unrestricted
to the extent the related Debt is included in Consolidated Funded Debt) and (ii) to the extent not prohibited from being distributed
to the Company or any Guarantor pursuant to any applicable law, contractual obligation or organizational document, 75% of the amount
of unrestricted cash and Cash Equivalents of Restricted Subsidiaries that are not Guarantors (it being agreed that cash or Cash
Equivalents held in escrow to prepay Debt Incurred to consummate an acquisition shall be considered unrestricted) to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter most recently ended prior to such date for which internal financial statements
are available at such time).


 


“Consolidated Total Assets”
means, as of any date of determination, the total assets of the Company and its Restricted Subsidiaries on a consolidated basis
(measured as of the last day of the fiscal quarter most recently ended prior to such date of determination for which internal financial
statements are available).


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise. “Controlled” has a meaning correlative thereto.


 


“Credit Facilities” means, with
respect to the Company or any Restricted Subsidiary, one or more debt facilities or commercial paper facilities (including related
guarantees and including indentures and note purchase agreements) with banks, investment banks, insurance companies, mutual funds
or other institutional lenders (including the Senior Secured Credit Facilities), providing for revolving credit loans, term loans
or notes or trade or standby letters of credit, in each case together with any Refinancing thereof on any basis so long as such
Refinancing constitutes Debt.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Debt” means, as of any date
of determination with respect to any Person, without duplication: (a) the outstanding principal amount of all obligations
for borrowed money, whether current or long-term and all obligations evidenced by bonds, debentures, notes, loan agreements or
other similar instruments or upon which interest payments are customarily made; (b) the maximum amount available to be drawn
under letters of credit (including standby and commercial) and bankers’ acceptances, including unpaid reimbursement obligations
in respect of drawn amounts under letters of credit or bankers’ acceptance facilities; (c) all Attributable Debt and
Capital Lease Obligations and attributable indebtedness under synthetic leases, account receivables securitization programs, off-balance
sheet loans or similar off-balance sheet financing products; (d) all obligations of such Person under conditional sale or
other title retention agreements relating to assets purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of business); (e) all obligations issued or assumed
as the deferred purchase price of assets or services purchased (other than contingent earn-out payments and other contingent deferred
payments, and trade debt Incurred in the ordinary course of business) which would appear as liabilities on a balance sheet; (f) all
Disqualified Equity Interests issued by such Person; (g) all net obligations of such Person under Swap Contracts; (h) all
guarantees with respect to outstanding Debt of the type specified in clauses (a) through (g) above of another person;
(i) all Debt of the type specified in clauses (a) through (h) above of another Person secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds
of production from, assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;
provided that if such Person has not assumed such obligations, then the amount of Debt of such Person for purposes of this
clause (i) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the Fair Market
Value of the assets of such Person which secure such obligations; and (j) all Debt of the types referred to in clauses (a) through
(i) above of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability
company or similar limited liability entity organized under the laws of a jurisdiction other than the United States or a state
thereof) in which such Person is a general partner or joint venturer, except to the extent that Debt is expressly made non-recourse
to such Person.


 






    -9-


     


    

 


“Default” means any event which
is, or after notice or passage of time or both would be, an Event of Default; provided that any Default that results solely
from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be
cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.07(c) hereof, substantially
in the form of Exhibit A except that such Note shall not bear the Global Notes Legend and shall not have the “Schedule
of Increases or Decreases in Global Note” attached thereto.


 


“Depositary” means, with respect
to the Notes issuable or issued in whole or in part in global form, any Person specified in Section 2.04 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant
to the applicable provision of this Indenture.


 


“Designated Non-Cash Consideration”
means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting
forth such valuation, less the amount of cash or cash equivalents received by the Company or a Restricted Subsidiary (other than
from the Company or a Restricted Subsidiary) in connection with a subsequent Asset Sale of such Designated Non-Cash Consideration.


 


“Disqualified Equity Interest Dividends”
means all dividends with respect to Disqualified Equity Interests of the Company held by Persons other than a Restricted Subsidiary.


 


“Disqualified Equity Interests”
means any Equity Interest that, by its terms (or by the terms of any other Equity Interests into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other
than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change
of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Notes), (b) is redeemable at the option of the holder thereof
(other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any
rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment
in full of the Notes), or (c) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Stated Maturity
of the Notes at the time of issuance of such Equity Interests, but only with respect to that portion of the Equity Interests that
would satisfy clauses (a) through (c) prior to the date that is ninety-one (91) days after the Stated Maturity of the
Notes at the time of issuance of such Equity Interests; provided that (x) if such Equity Interests are issued pursuant
to a plan for the benefit of employees of the Company or any of its Subsidiaries, such Equity Interests shall not constitute Disqualified
Equity Interests solely because they may be required to be repurchased by the Company or its Restricted Subsidiaries in order to
satisfy applicable statutory or regulatory obligations and (y) if such Equity Interests are held by any future, present or
former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family
members) of the Company or any of its Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests because
such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock
appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement
that may be in effect from time to time.


 


“Dollar Equivalent” means, with
respect to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of
U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the
purchase of U.S. dollars with the applicable foreign currency as published by the Federal Reserve Board on the date of such determination.


 






    -10-


     


    

 


“Domestic Subsidiary” means
any Subsidiary of the Company that is incorporated or organized under the laws of the United States, any state thereof or the District
of Columbia.


 


“DTC” means The Depository Trust
Company.


 


“Equity Interest Sale Proceeds”
means the aggregate net proceeds (including the Fair Market Value of marketable securities or other property other than cash) received
by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Equity Interests (other
than Disqualified Equity Interests) after the Existing Notes Issue Date, net of attorneys’ fees, accountants’ fees,
initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.


 


“Equity Interests” means, with
respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or
other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person
of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination, in any case other than Debt securities convertible into or exchangeable
for such capital stock or other ownership or profit interests or warrants, options or other rights for the purchase or acquisition
of such capital stock or other ownership or profit interests.


 


“Equity Offering” means any
public or private sale of common stock or Preferred Stock of the Company (excluding Disqualified Equity Interests), other than
(1) public offerings with respect to any of the Company’s common stock registered on Form S-4 or Form S-8
(or any successor form) and (2) issuances to any Subsidiary of the Company.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing agency.


 


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


 


“Existing Joint Ventures” means
Lamb-Weston/Meijer v.o.f., Lamb-Weston/RDO Frozen and Lamb Weston Alimentos Modernos SA.


 


“Existing Notes” means the 2024
Notes and the 2026 Notes.


 


“Existing Notes Issue Date”
means November 9, 2016, the date of original issuance of the Existing Notes.


 


“Fair Market Value” means with
respect to any Property or liability, the fair market value of such Property or liability as determined in good faith by the Company
(including as to the fair market value of all non-cash Properties and liabilities).


 


“Foreign Restricted Subsidiary”
means (a) any Restricted Subsidiary that is organized and existing under the laws of a jurisdiction other than the United
States, any State thereof or the District of Columbia, (b) any direct or indirect Restricted Subsidiary of a Foreign Restricted
Subsidiary described in clause (a), and (c) any Restricted Subsidiary incorporated or otherwise organized under the laws of
the United States or any State thereof or the District of Columbia that has no material assets other than Equity Interests in one
or more Foreign Restricted Subsidiaries described in clause (a).


 


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


 






    -11-


     


    

 


“GAAP” means United States generally
accepted accounting principles as in effect on the Issue Date, including those set forth in the Accounting Standards Codification
of the Financial Accounting Standards Board and in the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the
Exchange Act.


 


“Global Notes” means, individually
and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A,
issued in accordance with Section 2.01, 2.07(b) or 2.07(d) hereof.


 


“Global Notes Legend” means
the legend set forth in Section 2.07(g)(ii) hereof, which is required to be placed on all Global Notes issued under this
Indenture.


 


“Guarantee” means the guarantee
by any Guarantor of the Company’s obligations under this Indenture and the Notes.


 


“guarantee” means, with respect
to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business
of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Debt of any other Person in any
manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase
any such Debt or any property constituting security therefor, (b) to advance or provide funds or other support for the payment
or purchase of any such Debt or to maintain working capital, solvency or other balance sheet condition of such other Person (including
without limitation keep well agreements, maintenance agreements or similar agreements or arrangements) for the benefit of any holder
of Debt of such other Person, (c) to lease or purchase assets, securities or services primarily for the purpose of assuring
the holder of such Debt, or (d) to otherwise assure or hold harmless the holder of such Debt against loss in respect thereof.
The amount of any guarantee shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding
principal amount (or maximum principal amount, if larger) of the Debt in respect of which such guarantee is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good
faith. The term “guaranteed” has a meaning correlative thereto.


 


“Guarantor” means each Restricted
Subsidiary of the Company that executes this Indenture on the Issue Date and each other Restricted Subsidiary of the Company that
thereafter guarantees the Notes pursuant to the terms of this Indenture.


 


“Holder” means the Person in
whose name the Note is registered on the Note register described in Section 2.04.


 


“Incur” means, with respect
to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any Debt or obligation on the balance sheet of that Person (and “Incurrence” and “Incurred”
shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation
of that Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence
of that Debt; provided further, however, that any Debt or other obligations of a Person existing at the time the
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by that
Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining
compliance with Section 4.04, the accrual of interest, the accretion of accreted value, the payment of interest in the form
of additional Debt, the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified
Equity Interests, accretion or amortization of original issue discount or liquidation preferences and increases in the amount of
Debt outstanding solely as a result of fluctuations in the applicable Dollar Equivalent amount of any Debt will not be deemed to
be an Incurrence of Debt, provided that in the case of Debt sold at a discount or at a premium, the amount of the Debt Incurred
shall at all times be the aggregate principal amount at Stated Maturity.


 


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


 






    -12-


     


    

 


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


 


“Initial Notes” has the meaning
in the second paragraph of the preamble.


 


“Investment” by any Person means
any direct or indirect loan (other than advances to customers and suppliers in the ordinary course of business), advance or other
extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property
or services for the account or use of others, or otherwise) to, or Incurrence of a guarantee of any obligation of, or purchase
or acquisition of Equity Interests, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Section 4.05, Section 4.10 and the definitions of “Restricted Payment” and “Permitted
Investment,” an Investment shall include the portion (proportionate to the Company’s equity interest in the Subsidiary)
of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that the Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of that Subsidiary as a Restricted Subsidiary, the Company
shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive)
equal to:


 


(a)            the
Company’s “Investment” in that Subsidiary at 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
that Subsidiary at the time of such redesignation.


 


In determining the amount of any Investment
made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of the Investment.


 


“Investment Grade Rating” means
a rating of the Notes of at least Baa3 by Moody’s and at least BBB- by S&P (or, if either such Rating Agency shall cease
to provide such a rating of the Notes, an equivalent rating from a replacement Rating Agency).


 


“Issue Date” means May 12,
2020.


 


“Legal Holiday” means a Saturday,
a Sunday or a day on which banking institutions are not required to be open in the State of New York or at a place of payment.


 


“Lien” means, with respect to
any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset
and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Limited Condition Acquisition”
means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted
Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or
in connection with which any fee or expense would be payable by the Company or its Restricted Subsidiaries to the seller or target
if financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement in respect thereof.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Net Available Cash” from any
Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when received, including after release from any required
escrow, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of that Asset Sale or received in any other non-cash form), in each case net of:


 






    -13-


     


    

 


(a)            all
legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers’ or investment
bankers’ commissions or fees) and expenses incurred, and all Federal, state, provincial, foreign and local taxes required
to be paid or reasonably expected to be paid or accrued as a liability under GAAP, as a consequence of the Asset Sale,


 


(b)            all
payments made on any Debt that is secured by any Property subject to the Asset Sale, in accordance with the terms of any Lien upon
or other security agreement of any kind with respect to that Property, or which must by its terms, or in order to obtain a necessary
consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale,


 


(c)            all
distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a
result of the Asset Sale,


 


(d)            the
deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the Property disposed in the Asset Sale and retained by the Company or any Restricted Subsidiary after the Asset Sale, and


 


(e)            payments
of unassumed liabilities (not constituting Debt) relating to the Property that is the subject of the Asset Sale at the time of,
or within 30 days after, such Asset Sale.


 


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


 


“Notes” has the meaning in the
second paragraph of the preamble.


 


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


 


“Notes Documents” means the
Notes (including Additional Notes), the Guarantees and this Indenture.


 


“Obligations” means, with respect
to any Debt, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts
payable pursuant to the documentation governing such Debt.


 


“Offering Circular” means the
offering circular, dated May 7, 2020, relating to the offering of the Initial Notes.


 


“Officer” means the Chief Executive
Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the
Treasurer or the Assistant Treasurer, the Secretary or the Assistant Secretary of the Company.


 


“Officer’s Certificate”
means a certificate signed by an Officer of the Company and delivered to the Trustee.


 


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


 


“Pari Passu Debt” means: (a) with
respect to the Company, the Notes and any Debt which ranks pari passu in right of payment to the Notes (including the 2024 Notes
and 2026 Notes); and (b) with respect to any Guarantor, its Guarantee and any Debt which ranks pari passu in right of payment
to such Guarantor’s Guarantee (including its guarantee of the 2024 Notes and 2026 Notes).


 


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


 






    -14-


     


    

 



 


“Permitted
Business” means any business that is reasonably similar, ancillary or related to, or a reasonable extension, development
or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged in on the Issue Date.


 


“Permitted Encumbrances” means:


 


(a)            Liens
imposed by law for taxes that are not yet delinquent or are being contested in good faith;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being
contested in good faith;


 


(c)            pledges
and deposits under workers’ compensation, unemployment insurance and other social security laws or regulations;


 


(d)           deposits
or pledges to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)            judgment
liens in respect of judgments (or appeal or surety bond relating to such judgments) that do not constitute an Event of Default;


 


(f)            easements,
zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred
or granted by the Company or any Subsidiary in the ordinary course of business that do not secure any material monetary obligations
and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business
of the Company or any Subsidiary; and


 


(g)            minor
imperfections in title that do not materially detract from the value of the affected property or materially interfere with the
ordinary conduct of business of the Company or any Subsidiary;


 


provided
that the term “Permitted Encumbrances” shall not include any Lien securing Debt for borrowed money.


 


“Permitted Investments” means:


 


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


 


(2)            any
Investment in cash or Cash Equivalents and Investments that were Cash Equivalents when made;


 


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


 


(a)            such
Person becomes a Restricted Subsidiary; or


 


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


 


and, in each case, any Investment held by such Person
at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not acquired by such Person in
contemplation of such acquisition, merger, consolidation, amalgamation, transfer or conveyance;


 






    -15-


     


    

 


(4)            any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale
made pursuant to Section 4.07 or any other disposition of assets not constituting an Asset Sale;


 


(5)            any
Investment (a) existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or (b) consisting
of any replacement, refinancing, extension, modification or renewal of any Investment existing on the Issue Date; provided
that the amount of any such Investment may only be increased (x) as required by the terms of such Investment as in existence
on the Issue Date, or (y) as otherwise permitted under this Indenture;


 


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


 


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


 


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


 


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


 


(7)            Swap
Contracts permitted under clause (g) of the second paragraph of Section 4.04;


 


(8)            Investments
(a) the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Company or (b) made
using the proceeds of a substantially concurrent offering (with any offering completed within 90 days deemed as being substantially
concurrent) of Equity Interests (other than Disqualified Equity Interests) of the Company; provided, however, that
such Investment or proceeds, as applicable, will be excluded from the calculation of Equity Interest Sale Proceeds;


 


(9)            guarantees
of Debt permitted under Section 4.04;


 


(10)          Investments
consisting of (a) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar assets
or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business
or (b) non-exclusive licensing of intellectual property in the ordinary course of business or the leasing, licensing or contribution
of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(11)          additional
Investments in an aggregate amount (based on the original cost thereof and without giving effect to subsequent changes in value)
taken together with all other Investments made pursuant to this clause (11) that are at that time outstanding, not to exceed the
greater of (x) $300.0 million and (y) 12.00% of Consolidated Total Assets (measured as of the last day of the fiscal
quarter most recently ended prior to the making of such Investment for which internal financial statements are available at such
time); provided that if such Investment is in Equity Interests of a Person that subsequently becomes a Restricted Subsidiary,
such Investment shall thereafter be deemed made under clause (1) or (3) above and shall not be included as having been
made pursuant to this clause (11);


 


(12)          advances
to, or guarantees of Debt of, officers, directors and employees of the Company or its Subsidiaries not in excess of $10.0 million
outstanding at any one time, in the aggregate;


 


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


 






    -16-


     


    

 


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


 


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


 


(16)          Investments
resulting from pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business
or that are made in connection with Permitted Liens;


 


(17)          advances,
prepayments, loans or extensions of credit to customers and suppliers in the ordinary course of business;


 


(18)          Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit
and Uniform Commercial Code Article 4 customary trade arrangements with customers;


 


(19)          operating
deposit accounts with depository institutions and other ordinary course cash management; and


 


(20)          deposits
to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds
and other deposits of like nature arising in the ordinary course of business;


 


(21)          investments
by any Receivables Financing SPC, the Company or any Restricted Subsidiary in a Receivables Financing SPC in each case made in
connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are
made by the Company or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Company
or a Restricted Subsidiary in connection therewith;


 


(22)          Investments
consisting of non-cash consideration received in any Asset Sale;


 


(23)          Investments
in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the
ordinary course of business;


 


(24)          Investments
consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with
other Persons; and


 


(25)          other
Investments; provided that (x) no Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and (y) after giving effect to such Investment on a Pro Forma Basis the Consolidated Net Leverage Ratio will be less
than or equal to 4.50 to 1.00.


 


“Permitted Liens” means:


 


(a)            Liens
to secure Debt (i) permitted to be Incurred under clause (b) of the second paragraph of Section 4.04 regardless
of whether the Company and the Restricted Subsidiaries are actually subject to Section 4.04 at the time the Lien is Incurred
and (ii) in respect of any guarantee by the Company or any Restricted Subsidiary of Debt permitted by clause (l)(y) of
the second paragraph of Section 4.04;


 


(b)            Permitted
Encumbrances;


 


(c)            Liens
securing Swap Contracts permitted by clause (g) of the second paragraph of Section 4.04;


 






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(d)            Liens
on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations
of a like nature and Incurred in a manner consistent with industry practice, including banker’s liens and rights of set-off,
in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment
of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property
in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole;


 


(e)            Liens
on Property at the time the Company or any 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 any Lien of
this kind may not extend to any other Property of the Company or any Restricted Subsidiary other than additions thereto and proceeds
and products thereof; provided further, however, that the Liens shall not have been Incurred in anticipation of or
in connection with the transaction or series of transactions pursuant to which the Property was acquired by the Company or any
Restricted Subsidiary;


 


(f)             Liens
on the Property of a Person at the time that Person becomes a Restricted Subsidiary; provided, however, that any
Lien of this kind may not extend to any other Property of the Company or any other Restricted Subsidiary other than additions thereto
and proceeds and products thereof; provided further, however, that the Lien was not Incurred in anticipation of or
in connection with the transaction or series of transactions pursuant to which the Person became a Restricted Subsidiary;


 


(g)            pledges
or deposits by the Company or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the
Company or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;


 


(h)            Liens,
assignments and pledges of rights to receive premiums, interest or loss payments or otherwise arising in connection with worker’s
compensation loss portfolio transfer insurance transactions or any insurance or reinsurance agreements pertaining to losses covered
by insurance, and Liens (including, without limitation and to the extent constituting Liens, negative pledges) in favor of insurers
or reinsurers on pledges or deposits by the Company or any Restricted Subsidiary under workmen’s compensation laws, unemployment
insurance laws or similar legislation;


 


(i)             utility
easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing
with respect to properties of a similar character;


 


(j)             Liens
to secure Debt permitted by clause (c) of the second paragraph of Section 4.04; provided that such Liens attach
only to the assets acquired, constructed or improved with the proceeds of the applicable Debt (or the Debt refinanced with Permitted
Refinancing Debt) and additions thereto and products and proceeds thereof;


 


(k)            Liens
in favor of surety bonds or letters of credit issued pursuant to the request of and for the account of the Company or a Restricted
Subsidiary in the ordinary course of its business; provided that these letters of credit do not constitute Debt;


 


(l)             leases
or subleases of real property granted by the Company or a Restricted Subsidiary to any other Person in the ordinary course of business
and not materially impairing the use of the real property in the operation of the business of the Company or the Restricted Subsidiary;


 


(m)           Liens
on intellectual property arising from intellectual property licenses entered into in the ordinary course of business;


 






    -18-


     


    

 


(n)            Liens
attaching to or related to joint ventures, restricting Liens on interests in those joint ventures;


 


(o)            Liens
existing on the Issue Date not otherwise described in clause (a) above;


 


(p)            Liens
on (x) the Property of any Foreign Restricted Subsidiary to secure any Debt permitted to be Incurred by the Foreign Restricted
Subsidiary pursuant to Section 4.04 and (y) the Property of the Company or any Restricted Subsidiary to secure any Debt
permitted to be Incurred under clause (k) of such Section;


 


(q)            Liens
on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured
by Liens referred to in clause (e), (f) or (o) above; provided, however, that any Lien of this kind shall
be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such
Property) and the aggregate principal amount of Debt that is secured by the Lien shall not be increased to an amount greater than
the sum of:


 


(1)            the
outstanding principal amount of the Debt secured by Liens described under clause (e), (f) or (o) below, as the case may
be, at the time the original Lien became a Permitted Lien under this Indenture, and


 


(2)            an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or the Restricted
Subsidiary in connection with the Refinancing;


 


(r)            Liens
not otherwise permitted by clauses (a) through (q) above securing Debt permitted by Section 4.04, so long as on
a Pro Forma Basis (but excluding the cash proceeds of such Debt for purposes of calculating the Consolidated Secured Net Leverage
Ratio), the Consolidated Secured Net Leverage Ratio does not exceed 3.00 to 1.00;


 


(s)            Liens
on cash or Cash Equivalents deposited with the Trustee or similar agent for the holders of any Debt pending the payment, purchase,
defeasance or other retirement of such Debt in connection with a Refinancing;


 


(t)            Liens
not otherwise permitted by clauses (a) through (s) above securing Debt and other obligations in an aggregate principal
amount not in excess of the greater of (i) $200.0 million and (ii) 6.0% of Consolidated Total Assets (measured as of
the last day of the fiscal quarter most recently ended prior to the date of Incurrence thereof for which internal financial statements
are available at such time);


 


(u)            leases,
licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in the ordinary course
of business which do not (i) interfere in any material respect with the business of the Company or any Restricted Subsidiary,
taken as a whole, or (ii) secure any Debt;


 


(v)           Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the
Company or any Restricted Subsidiary in the ordinary course of business permitted by this Indenture;


 


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


 


(x)            Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with
banks or other deposit-taking financial institutions and not given in connection with the issuance of Debt, (ii) relating
to pooled deposit or sweep accounts of the Company or any of the Restricted Subsidiaries to permit satisfaction of overdraft or
similar obligations Incurred in the ordinary course of business of the Company or any of the Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of any Restricted Subsidiary in the ordinary course of business;


 






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(y)            Liens
on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent
or purchase agreement permitted under this Indenture;


 


(z)             Liens
consisting of an agreement to dispose of any Property in a sale, transfer, lease, license or other disposition permitted under
this Indenture, to the extent that such sale, transfer, lease, license or other disposition would have been permitted on the date
of the creation of such Lien;


 


(aa)          Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


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


 


(cc)          Liens
on Property subject to any Sale and Leaseback Transaction permitted under this Indenture and general intangibles related thereto;
and


 


(dd)         Liens
securing obligations under Swap Contracts in a net amount not to exceed $50.0 million.


 


“Permitted Receivables Financing”
means any one or more receivables financings in which (a) the Company or any Restricted Subsidiary (i) conveys or sells
any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined
in the Uniform Commercial Code as in effect in the State of New York), notes receivable or residuals (collectively, together with
certain property relating thereto and the right to collections thereon and any proceeds thereof, being the “Transferred Assets”)
to any Person that is not a Subsidiary or Affiliate of the Company (with respect to any such transaction, the “Receivables
Financier”), (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred
Assets and/or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an
interest in such Transferred Assets to the Receivables Financier or (b) the Company or any Restricted Subsidiary sells, transfers,
conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables Financing SPC then (i) conveys
or sells any such Transferred Assets (or an interest therein) to another Receivables Financier, (ii) borrows from such Receivables
Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition of
such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to such Receivables Financier;
provided that, as to either clause (a) or (b), (A) the aggregate Attributed Principal Amount for all such financings
shall not at any one time exceed $100.0 million and (B) such financings shall not involve any recourse to the Company or any
Restricted Subsidiary (other than a Receivables Financing SPC) for any reason other than (v) repurchases of non-eligible assets,
(w) indemnifications for losses or dilution other than credit losses related to the Transferred Assets, (x) any obligations
not constituting Debt under servicing arrangements for the receivables, (y) any interest rate swaps or currency swaps permitted
hereunder and entered into in connection with a Permitted Receivables Financing on a “back to back” basis with swaps
entered into by a Receivables Financing SPC or (z) representations, warranties, covenants, indemnities and guarantees of performance
entered into by the Company or any Restricted Subsidiary which the Company has determined in good faith to be customary in a “non-recourse”
receivables financing.


 


“Permitted Refinancing Debt”
means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:


 


(a)            the
new Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess
of the sum of:


 






    -20-


     


    

 


(1)            the
aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the
Debt being Refinanced, and


 


(2)            an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing,


 


(b)           the
Average Life of the new Debt is equal to or greater than the Average Life of the Debt being Refinanced,


 


(c)            the
Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and


 


(d)            the
new Debt shall not be senior in right of payment to the Debt that is being Refinanced;


 


provided,
however, that Permitted Refinancing Debt shall not include:


 


(x)            Debt
of a Subsidiary that is not a Guarantor that Refinances Debt of the Company or a Guarantor, or


 


(y)            Debt
of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


 


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


 


“Preferred Stock” means any
Equity Interests of a Person, however designated, which entitle the holder thereof to a preference with respect to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person,
over shares of any other class of Equity Interests issued by that Person.


 


“Preferred Stock Dividends”
means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted
Subsidiary.


 


“principal” of any Debt (including
the Notes) means the principal amount of such Debt plus the premium, if any, on such Debt.


 


“Productive Assets” means assets
(other than securities and inventory) that are used or usable by the Company and its Restricted Subsidiaries in Permitted Businesses.


 


“Pro Forma Basis” means, with
respect to compliance with any test or covenant hereunder, that all Specified Transactions occurring prior to the end of the applicable
measurement period (and following the last day of such measurement period and on or prior to the applicable date of determination)
and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period
of measurement in such test or covenant and: (a) income statement items (whether positive or negative) attributable to the
property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity
Interests in any Subsidiary of the Company owned by the Company or any of its Subsidiaries or any division or line of business,
shall be excluded, and (ii) in the case of an acquisition or investment described in the definition of “Specified Transaction,”
shall be included, (b) any retirement of Debt and (c) any Debt Incurred or assumed by the Company or any of the Subsidiaries
in connection therewith and if such Debt has a floating or formula rate, shall have an implied rate of interest for the applicable
period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Debt
as at the relevant date of determination; provided that any cost savings adjustments in connection therewith shall be subject
to the limitations set forth in clause (b)(iv) of the definition of “Consolidated EBITDA.”


 






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“Property” means, with respect
to any Person, any interest of that Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible,
including Equity Interests in, and other securities of, any other Person. For purposes of any calculation required pursuant to
this Indenture, the value of any Property shall be its Fair Market Value.


 


“Purchase
Money Debt” means Debt:


 


(a)            consisting
of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other
purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt
does not exceed the anticipated useful life of the Property being financed, and


 


(b)            Incurred
to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of the Property, including additions
and improvements thereto;


 


provided,
however, that the Debt is Incurred within 180 days after the acquisition, construction or lease of the Property by the Company
or Restricted Subsidiary.


 


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


 


“Qualified Equity Interests”
means any Equity Interests of the Company that are not Disqualified Equity Interests.


 


“Rating Agency” means each of
Moody’s and S&P; provided that if either such agency shall cease to provide ratings of the Notes for reasons beyond
the Company’s control, then such term shall also include any replacement credit ratings agency of nationally recognized standing
that is selected by the Company.


 


“Receivables Financier” has
the meaning set forth in the definition of “Permitted Receivables Financing.”


 


“Receivables Financing SPC”
means (1) a wholly owned direct Subsidiary of the Company which engages in no activities other than in connection with the
financing of Transferred Assets pursuant to a Permitted Receivables Financing that meets the following criteria: (a) no portion
of the Debt or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Restricted
Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to
customary securitization undertakings), (ii) is recourse to or obligates the Company or any other Restricted Subsidiary of
the Company in any way (other than pursuant to customary securitization undertakings) or (iii) subjects any property or asset
(other than the Transferred Assets) of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to customary securitization undertakings, (b) with which neither
the Company nor any of its other Restricted Subsidiaries has any contract, agreement, arrangement or understanding (other than
pursuant to the Permitted Receivables Financing documentation (including with respect to the servicing of the accounts receivable
and related assets and the administration of the Receivables Financing SPC)) on terms 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 (as determined by
the Company in good faith), and (c) to which neither the Company nor any other Restricted Subsidiary of the Company has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating
results and (2) each general partner of any such Subsidiary described in clause (1) that meets all of the criteria set
forth in clause (1).


 


“Refinance” means, in respect
of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt,
in exchange or replacement for, that Debt. “Refinanced” and “Refinancing” shall have correlative meanings.


 


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


 






    -22-


     


    

 


“Regulation
S Global Note” means a Global Note in the form of Exhibit A bearing the Global Notes Legend and the Restricted Note
Legend and the Regulation S Global Notes Legend and deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Global Notes.


 


“Regulation S Global Notes Legend”
means the legend set forth in Section 2.07(g)(iii) hereof.


 


“Repay” means, in respect of
any Debt, to repay, prepay, repurchase, redeem, legally defease, satisfy and discharge or otherwise retire that Debt. “Repaid”
shall have a correlative meaning. For purposes of Section 4.07, Debt shall be considered to have been Repaid only to the extent
the related loan commitment, if any, shall have been permanently reduced in connection therewith.


 


“Restricted Definitive Note”
means a Definitive Note bearing, or that is required to bear, the Restricted Notes Legend.


 


“Restricted Global Note” means
a Global Note bearing, or that is required to bear, the Restricted Notes Legend.


 


“Restricted Investment” means
any Investment by the Company or a Restricted Subsidiary other than a Permitted Investment.


 


“Restricted
Notes Legend” means the legend set forth in Section 2.07(g)(i) hereof to be placed on all Notes issued under
this Indenture, except where otherwise permitted by the provisions of this Indenture.


 


“Restricted Payment” means:


 


(a)            any
dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares
of Equity Interests of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made to the Company or
the parent of the Restricted Subsidiary or any dividend or distribution payable solely in shares of Qualified Equity Interests
of the Company;


 


(b)            the
purchase, repurchase, redemption, acquisition or retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary (other than from the Company or any Restricted Subsidiary) (other than a purchase, repurchase, redemption, acquisition
or retirement in which the consideration consists of Qualified Equity Interests of the Company);


 


(c)            the
purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund
or amortization or other installment payment, of any Subordinated Obligation (other than (i) the purchase, repurchase or other
acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization
or other installment obligation, in each case due within one year of the date of acquisition and (ii) Debt permitted under
clause (d) of the definition of “Permitted Debt”); or


 


(d)            the
making of any Restricted Investment.


 


“Restricted Period” means, in
respect of any Note issued under Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable
to such Note.


 


“Restricted Subsidiary” means
any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


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


 


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


 






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


 


“S&P” means Standard &
Poor’s Financial Services LLC, a division of S&P Global, Inc. and any successor thereto.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers that Property to another Person and the Company or a Restricted Subsidiary leases it from that other Person
together with any Refinancings thereof.


 


“SEC” means the Securities and
Exchange Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Senior Secured Credit Facilities”
means the credit facilities provided pursuant to (i) that certain credit agreement, dated as of November 9, 2016 (as
amended by Amendment No. 1, dated as of August 15, 2017, Amendment No. 2, dated as of December 1, 2017, Amendment
No. 3, dated as of June 28, 2019 and Amendment No. 4, dated as of April 17, 2020), by and among the Company,
the Guarantors, Bank of America, N.A., as administrative agent, the lenders party thereto from time to time, and the other parties
thereto and (ii) that certain credit agreement, dated as of June 28, 2019 (as amended by Amendment No. 1, dated
as of April 20, 2020), by and among the Company, the Guarantors, Northwest Farm Credit Services, PCA, as administrative agent,
and the lenders party thereto from time to time.


 


“Significant Subsidiary” means
any 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.


 


“Specified Sales” means sales
of (a) inventory and materials in the ordinary course of business, (b) surplus, obsolete or worn-out Property, (c) cash
or Cash Equivalents, (d) Equity Interests or Debt of Unrestricted Subsidiaries, other than Unrestricted Subsidiaries for which
all or substantially all of the assets are cash or Cash Equivalents, (e) accounts receivable in connection with the collection
or compromise thereof in the ordinary course of business and (f) property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii) the proceeds of such sale are applied substantially
concurrently with such sale to the purchase price of similar replacement property.


 


“Specified Transaction” means
any of the following: (i) any Investment by the Company or any Restricted Subsidiary in any Person (including any acquisition)
other than a Person that was a Wholly Owned Restricted Subsidiary on the first day of such period involving (w) an investment
in an Unrestricted Subsidiary, (x) the acquisition of a new Restricted Subsidiary or interest in a joint venture, (y) an
increase in the Company’s and its Restricted Subsidiaries’ consolidated economic ownership of a Restricted Subsidiary
or (z) the acquisition of a product line or business unit, (ii) any Asset Sale involving (x) the disposition of
Equity Interests of a Subsidiary or joint venture (other than to the Company or a Subsidiary) or (y) the disposition of a
product line or business unit, (iii) any Incurrence or repayment of Debt (in each case, other than revolving indebtedness
in the ordinary course of business under revolving credit facilities), (iv) any Restricted Payment in respect of the Company’s
Equity Interests, (v) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary or designation of an Unrestricted
Subsidiary to be a Restricted Subsidiary and (vi) any other transaction specifically required to be given effect to on a Pro
Forma Basis.


 


“Stated Maturity” means, with
respect to any security, the date specified in the security as the fixed date on which the payment of principal of the security
is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase
of the security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless
that contingency has occurred).


 


“Subordinated Obligation” means
any Debt of the Company or a Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior
in right of payment to the Notes or the Guarantees, as applicable, pursuant to a written agreement to that effect.


 






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“Subsidiary” of a Person means
a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares
of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.


 


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


 


“TIA” means the Trust Indenture
Act of 1939, as amended.


 


“Transferred Assets” has the
meaning set forth in the definition of “Permitted Receivables Financing.”


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (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 or the relevant information does not appear thereon, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to November 15, 2027; provided, however, that if the
period from the redemption date to November 15, 2027 is less than one year, the weekly average yield on actively traded United
States Treasury securities adjusted to a constant maturity of one year will be used. On the second Business Day preceding the applicable
redemption date, the Company will (1) calculate the Treasury Rate and (2) file with the Trustee an Officer’s Certificate
setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.


 


“Trust Officer” means, when
used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs such functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this Indenture.


 


“Trustee” means the party named
as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code” means
the New York Uniform Commercial Code as in effect from time to time.


 


“United States” means the United
States of America (including the states and the District of Columbia) and its territories, possessions and other areas subject
to its jurisdiction.


 


“Unrestricted Definitive Note”
means a Definitive Note that does not bear and is not required to bear the Restricted Notes Legend.


 






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


 


“Unrestricted Subsidiary” means:


 


(a)            any
Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant
to Section 4.10 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


 


(b)            any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Government Obligations”
means direct non-callable obligations of, or guaranteed by, the United States of America for the payment of which guarantee or
obligations the full faith and credit of the United States is pledged.


 


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


 


“Voting Stock” of any Person
means all classes of Equity Interests or other interests (including partnership interests) of that Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof.


 


“Wholly Owned Restricted Subsidiary”
means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at that
time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.


 


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


 


SECTION 1.02.         Other
Definitions.


 


	
        Term
	 	
        Defined in Section

	“Affiliate Transaction”	 	4.09
	“Change of Control Offer”	 	4.12(a)
	“Change of Control Payment Date”	 	4.12(b)(B)
	“Change of Control Purchase Price”	 	4.12(a)
	“covenant defeasance option”	 	8.01(b)
	“Events of Default”	 	6.01
	“Excess Proceeds”	 	4.07(c)
	“Guaranteed Obligations”	 	10.01(a)
	“Increased Debt”	 	4.06
	“LCA Election”	 	1.05
	“LCA Test Date”	 	1.05
	“legal defeasance option”	 	8.01(b)
	“Notes Register”	 	2.04
	“Offer Amount”	 	4.07(d)(2)
	“Offer Period”	 	4.07(d)(2)
	“Paying Agent”	 	2.04
	“Permitted Debt”	 	4.04
	“Prepayment Offer”	 	4.07(c)
	“Registrar”	 	2.04
	“Successor Company”	 	5.01(a)
	“Successor Person”	 	5.01
	“Suspended Covenants”	 	4.01
	“Suspension Period”	 	4.01


 






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SECTION 1.03.         [Reserved].


 


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


 


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


 


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


 


(3)            “or”
is not exclusive;


 


(4)            “including”
means including without limitation;


 


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


 


(6)            unsecured
Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;


 


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


 


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


 


(9)            unless
otherwise provided herein or in any other Notes Document, the words “execute”, “execution”, “signed”,
and “signature” and words of similar import used in or related to any document to be signed in connection with this
Indenture, any other Notes Document or any of the transactions contemplated hereby (including amendments, waivers, consents and
other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based
recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar
state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the
Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed
to by the Trustee pursuant to reasonable procedures approved by the Trustee.


 


SECTION 1.05.         Limited
Condition Acquisitions. Notwithstanding anything in this Indenture to the contrary, when calculating any applicable ratio
or determining other compliance with this Indenture (including the determination of compliance with any provision of this Indenture
which requires that no Default or Event of Default has occurred and is continuing or would result therefrom) in connection with
a transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of
such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom,
may, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition
Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition
are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma
Basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith
(including any Incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive
fiscal quarter period for which internal financial statements are available at such time ending prior to the LCA Test Date, the
Company or the applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with
such ratios and provisions, such ratios and provisions shall be deemed to have been complied with. For the avoidance of doubt,
(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated
EBITDA of the Company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions
will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited
Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of
consummation of such Limited Condition Acquisition or related specified transactions. If the Company has made an LCA Election
for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability
with respect to any other transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which
such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition
is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated
(1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including
any Incurrence of Debt and the use of proceeds thereof) have been consummated and (2) on a Pro Forma Basis but without giving
effect to such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Debt
and use of proceeds thereof).


 






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ARTICLE II


 


The Notes


 


SECTION 2.01.         Amount
of Notes. The aggregate principal amount of Notes (other than Notes issued pursuant to Section 2.07) which may be authenticated
and delivered under this Indenture on the Issue Date is $500,000,000.


 


The Company may from time to time after
the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence
of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.04 and (ii) such Additional
Notes are issued in compliance with the other applicable provisions of this Indenture.


 


With respect to any Additional Notes issued
after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Notes pursuant to Section 2.07, 2.08, 2.14, 3.08, 4.06(c) or 9.04), there shall be (a) established
in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in
an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of
such Additional Notes:


 


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


 


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


 


(3)            if
applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such
case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global
Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of
those set forth in Section 2.07 in which any such Global Note may be exchanged in whole or in part for Additional Notes registered,
or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary
for such Global Note or a nominee thereof.


 


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


 


The Initial Notes and any Additional Notes
shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income
tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.


 






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SECTION 2.02.         Form and
Dating. Provisions relating to the Initial Notes are set forth in Section 2.07. The (i) Initial Notes and the Trustee’s
certificate of authentication and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each
be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture.
The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the 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 issuable only in registered form without
interest coupons and in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof.


 


SECTION 2.03.         Execution
and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed
by one Officer of the Company (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of
$500,000,000 and (b) subject to the terms of this Indenture, Notes in an aggregate principal amount to be determined at the
time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated,
the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated,
the registered Holder of each of the Notes and delivery instructions. For the avoidance of doubt, the Company will be required
to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary
in this Indenture, any issuance of Additional Notes shall be in a principal amount of at least $2,000 and integral multiples of
$1,000 in excess thereof.


 


One Officer of the Company shall sign the
Notes for the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed,
affixed, imprinted or reproduced on the Notes and may be in facsimile form.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery
of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes.


 


A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee may appoint an Authentication
Agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an Authentication
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 Authentication Agent has the same rights as any Registrar, Paying Agent or agent for
service of notices and demands.


 


SECTION 2.04.         Registrar
and Paying Agent. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company shall
maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a
register (the “Notes Register”) of the Notes and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.


 






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The Company shall enter into an appropriate
agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.


 


The Company initially appoints the Trustee
as Registrar, Paying Agent and the Notes Custodian with respect to the Global Notes.


 


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


 


SECTION 2.05.         Paying
Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Note, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary thereof is acting as Paying Agent, segregate and hold in trust for the
benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holder or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and
shall notify the Trustee in writing of any default by the Company in making any such payment. If the Company or a Wholly Owned
Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed
by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered
to the Trustee.


 


SECTION 2.06.         Holder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holder. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing
at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.


 


SECTION 2.07.         Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in
whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto.
A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation
on issuance of Definitive Notes set forth in Section 2.07(c)(ii), (i) the Depositary (x) notifies the Company that
it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered
under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Company within 120 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation
S Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and
(B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B))
or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the
Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any
of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note
or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf
of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.08 and 2.14 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.07 or Sections 2.08 or 2.14 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause
(i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.


 






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(b)            Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the
extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(i)            Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Restricted Notes Legend; provided, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit
of a U.S. Person other than pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).


 


(ii)            All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.07(b)(i) hereof, the transferor of such beneficial interest must deliver
to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;
provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation
S Global Note prior to (x) the expiration of the applicable Restricted Period therefor and (y) the receipt by the Registrar
of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.07(h) hereof.


 


(iii)           Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.07(b)(ii) hereof and the Registrar receives the following:


 


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


 


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


 






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(iv)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) hereof and the Registrar receives
the following:


 


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


 


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


 


and, in each such case set forth
in this Section 2.07(b)(iv), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to
maintain compliance with the Securities Act


 


If any such transfer is effected
pursuant to Section 2.07(b)(iv) above at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an authentication order in accordance with Section 2.03 hereof, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (iv) above.


 


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


 


(c)            Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(i)             Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
described in clause (i), (ii) or (iii) of Section 2.07(a) hereof and receipt by the Registrar of the following
documentation:


 


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


 


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


 


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


 






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


 


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


 


(F)            if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof, and the
Company shall execute and, upon receipt of an authentication order, the Trustee shall authenticate and mail to the Person designated
in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.07(c)(i) (except transfers pursuant to clause (F) above) shall bear the Restricted
Notes Legend and shall be subject to all restrictions on transfer contained therein


 


(ii)            Beneficial
Interests in Regulation S Global Note to Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof,
a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the applicable Restricted Period therefor
and (B) the receipt by the Registrar of any certifications of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B) of
the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.


 


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


 


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


 


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


 


and, in each such case set forth
in this Section 2.07(c)(iii), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to
maintain compliance with the Securities Act


 






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(iv)            Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in clause
(i), (ii) or (iii) of Section 2.07(a) hereof and satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof,
the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof,
and the Company shall execute and the Trustee, upon receipt of an authentication order, shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from
or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.07(c)(iv) shall not bear the Restricted Notes Legend.


 


(d)                  Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


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


 


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


 


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


 


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


 


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


 


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


 


  (F)            if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cancel the Restricted
Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above,
the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of
clause (C) above, the applicable Regulation S Global Note.


 


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


 



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


 


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


 


and, in each such case set forth in this Section 2.07(d)(ii),
if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities
Act.


 


Upon satisfaction of the applicable
conditions of this Section 2.07(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.


 


(iii)     Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes:


 


If any such exchange or transfer
from a Definitive Note to a beneficial interest is effected pursuant to Section 2.07(d)(ii) or (iii) above at a
time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.03 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so transferred


 


(e)                  Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive
Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e):


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


and, in each such case set forth
in this subparagraph (D), if the Company so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


(f)                  [Intentionally
Omitted].


 


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


 


(i)             Restricted
Notes Legend.


 


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


 


“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO
THE ISSUER OR ITS SUBSIDIARIES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”


 



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(B)            Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
(e)(ii) or (e)(iii) of this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall
not bear the Restricted Notes Legend.


 


(ii)            Global
Notes Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last
sentence if DTC is not the Depositary):


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, 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.”


 


(iii)            Regulation
S Global Notes Legend. Except as permitted by subparagraph (ii)(B) above, each Global Note and Definitive Note
issued in a transaction exempt from registration pursuant to Regulation S shall also bear the legend in substantially the following
form:


 


“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.”


 


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


 



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(i)           General
Provisions Relating to Transfers and Exchanges.


 


(i)              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 2.03 hereof or at the Registrar’s
request.


 


(ii)             No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but 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 2.08, 2.14, 3.06, 4.07 and 4.12 hereof).


 


(iii)            Neither
the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during
a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed
under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer
of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed
in part, (C) to register the transfer or exchange of a Note between a record date and the next succeeding interest payment
date or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with
a Change of Control Offer or a Prepayment Offer.


 


(iv)            Neither
the Registrar nor the Company shall be required to register the transfer or exchange of any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part; provided, that new Notes will only be issued
in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


 


(v)             All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the 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.


 


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


 


(vii)           Upon
surrender for registration of transfer of any Note at the office or agency of the Company designated in this Indenture, 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.


 


(viii)          At
the option of the Holder, subject to Section 2.07(a) hereof, 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, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled
to in accordance with the provisions of Section 2.03 hereof.


 



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(ix)             All
certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.07 to effect a registration
of transfer or exchange may be submitted by facsimile.


 


(x)              Neither
the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with
respect to the Company’s compliance with any federal or state securities laws in connection with registrations of transfers
and exchanges of the Notes. 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 Notes (including any transfers between or among the Depository’s participants or beneficial owners of interests in
any Global Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and
to do so if and when expressly required by, the terms of this Indenture or the Notes and to examine the same to determine substantial
compliance as to form with the express requirements hereof. Each Holder agrees to provide reasonable indemnity to the Company and
the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Notes in violation
of any provision of this Indenture and/or applicable United States Federal or state securities law.


 


(xi)            The
Company, the Trustee, and the Registrar reserve the right to require the delivery by any Holder or purchaser of a Note of such
legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer
of any Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange
Act, or rules or regulations adopted by the Commission from time to time thereunder, and applicable state securities laws.


 


(xii)           The
transferor of any Notes shall provide or cause to be provided to the Trustee all information reasonably necessary to allow the
Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations
under Section 6045 of the Code.1 In connection with any proposed exchange of a Definitive Note for a Global
Note, the Company or the Depositary shall be required to provide or cause to be provided to the Trustee all information reasonably
necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis
reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no
responsibility to verify or ensure the accuracy of such information.


 


 SECTION 2.08.       Replacement
Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that such Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the
Trustee and/or the Authentication Agent, as applicable. If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee (and the Paying Agent, Registrar and Authentication Agent,
if not the Trustee) to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which
any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing
a Note.


 


Every replacement Note is an additional
obligation of the Company.


 


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


 


SECTION 2.09.       Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee, except for those canceled by it, those delivered
to it for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 11.04,
a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 





 






1
PH: Deleted sentence is duplicative of the last sentence of this clause (xii).


 



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


 


If the Paying Agent segregates and holds
in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and
after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


SECTION 2.10.       Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and dispose of all Notes surrendered for registration of transfer, exchange, payment or cancellation in its customary manner.
The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation, except
pursuant to the terms of this Indenture. The Trustee shall not authenticate Notes in place of canceled Notes other than
pursuant to the terms of this Indenture.


 


SECTION 2.11.       Defaulted
Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest then
borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the
defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver or cause
to be delivered to each affected Holder (with a copy to the Trustee) a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.


 


SECTION 2.12.       CUSIP, ISIN
or Common Code Numbers. The Company in issuing the Notes may use “CUSIP,” “ISIN” or “Common
Code” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP,” “ISIN” or “Common
Code” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Company
nor the Trustee shall have any responsibility for any defect in the “CUSIP,” “ISIN” or “Common Code”
number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change
in such numbers.


 


SECTION 2.13.       Calculation
of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal
amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action
of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the
relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders
of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding,
in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 11.07 of this Indenture.
Any calculation of the Applicable Premium made pursuant to this Indenture or the Notes shall be made by the Company and delivered
to the Trustee pursuant to an Officer’s Certificate. The Trustee shall have no liability or responsibility for any calculation
made hereunder or in connection herewith or for any information used in any such calculation.


 






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ARTICLE III


 


Redemption


 


SECTION 3.01.        Notices
to Trustee. If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing
of the redemption date, the principal amount of Notes to be redeemed and that such redemption is being made pursuant to paragraph
5 of the Notes.


 


The Company shall give each notice to the
Trustee provided for in this Section 3.01 at least 5 Business Days before the date of giving the notice of redemption pursuant
to Section 3.03, unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate
and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.


 


SECTION 3.02.       Selection
of Notes To Be Redeemed. In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes
for redemption shall be made on a pro rata basis (subject to the rules of DTC) unless otherwise required by law or applicable
stock exchange requirements; provided, however, that such Notes shall only be redeemable in principal amounts of
a minimum of $2,000 or an integral multiple of $1,000 in excess thereof. The Trustee shall make the selection from outstanding
Notes not previously called for redemption. Provisions of this Indenture that apply to Notes called for redemption also apply
to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to
be redeemed.


 


SECTION 3.03.       Notice
of Redemption. Notice of redemption shall be mailed by first-class mail (or electronic transmission in the case of Notes held
in book-entry form) to each Holder of Notes to be redeemed at its registered address, at least 30 but not more than 60 days before
the redemption date, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance or a satisfaction and discharge of the Notes.


 


Notices of redemption may be subject to
the satisfaction of one or more conditions precedent established by the Company in its sole discretion, including completion of
an Equity Offering or other corporate transaction.


 


The notice shall identify the Notes to be
redeemed (including any CUSIP, Common Code or ISIN numbers) and shall state:


 


(1)            the
redemption date;


 


(2)            the
redemption price or the information specified in clause (a) of paragraph 5 of the Notes;


 


(3)            the
name and address of the applicable Paying Agent;


 


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


 


(5)            if
fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be
redeemed;


 


(6)            subject
to clauses (8) and (9) below, that, unless the Company defaults in making such redemption payment, interest on Notes
(or portion thereof) called for redemption ceases to accrue on and after the redemption date;


 


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


 


(8)            whether
such notice is conditional and the timeframe for satisfying such conditions; and


 






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(9)            if
such redemption is subject to satisfaction of one or more conditions precedent, 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.


 


At the Company’s written request,
the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided,
however, that the Officer’s Certificate delivered to the Trustee pursuant to Section 3.01 hereof requests that
the Trustee give such notice and sets forth the information to be stated in such notice as required by this Section 3.03.


 


If the Company elects to provide, in lieu
of the redemption price, the information specified in clause (a) of paragraph 5 of the Notes in the notice of redemption,
at the Company’s written request, the Trustee shall give the notice of the redemption price, in the Company’s name
and the Company’s expense, one Business Day prior to the redemption date; provided, however, that the Company delivers an
Officer’s Certificate to the Trustee requesting that the Trustee give such notice and setting forth the information required
to be stated in such notice.


 


SECTION 3.04.       Effect
of Notice of Redemption. Except as contemplated by Section 3.03, once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the
applicable Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to, but
excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due
on the related interest payment date that is on or prior to the date of redemption). Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other Holder.


 


SECTION 3.05.       Deposit
of Redemption Price. On or prior to 10:00 a.m., New York City time, on the Business Day immediately preceding the anticipated
redemption date, the Company shall deposit with the applicable Paying Agent (or, if the Company or a Wholly Owned Subsidiary is
the Paying Agent, shall segregate and hold in trust) money in U.S. Dollars sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest
payment date that is on or prior to the date of redemption) on all Notes to be redeemed on that date other than Notes or portions
of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation.


 


SECTION 3.06.       Notes
Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state
the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon surrender for cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions
thereof called for redemption, unless the Company defaults in the payment of the redemption price.


 


ARTICLE IV


 


Covenants


 


SECTION 4.01.       Covenant
Suspension.  During any period of time that:







 


(a)            the
Notes have Investment Grade Ratings from both Rating Agencies, and


 


(b)            no
Default or Event of Default has occurred and is continuing under this Indenture,


 






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the Company and the Restricted Subsidiaries will not be subject
to the following Sections of this Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09,
clause (x) of the third paragraph (and as referred to in the first paragraph) of Section 4.10, Section 4.14 and
clause (d) of Section 5.01 (collectively, the “Suspended Covenants”). In the event that the Company and the
Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence
(any such period, a “Suspension Period”) and, on any subsequent date, one or both of the Rating Agencies downgrades
the ratings assigned to the Notes below the required Investment Grade Rating, then the Company and the Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants for all periods after that downgrade; provided that there will
not be deemed to have occurred a Default or Event of Default with respect to any Suspended Covenants during the time that the Company
and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred
during a Suspension Period). Notwithstanding the foregoing, the Company may not designate any of its Restricted Subsidiaries to
be Unrestricted Subsidiaries during any Suspension Period.


 


During any Suspension Period, the amount
of Excess Proceeds shall be set at zero.


 


The Company shall promptly notify the Trustee
in an Officer’s Certificate of the existence, and of the termination, of any Suspension Period. The Trustee shall not have
any obligation to monitor the ratings of the Notes or the existence or termination of any Suspension Period and may rely conclusively
on such Officer’s Certificate. The Trustee shall not have any obligation to notify the Holders of the existence or termination
of any Suspension Period, but may provide a copy of such Officer’s Certificate to any Holder of Notes upon request.


 


SECTION 4.02.       Payment
of Notes. The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided
in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee
or the applicable Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then
due.


 


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


 


SECTION 4.03.       SEC
Reports. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, the Company shall file with the SEC and provide the Trustee and Holders of Notes with annual reports and information,
documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to those Sections, and the information, documents and reports to be so filed and provided at the times specified for the
filing of the information, documents and reports under those Sections (provided that if the Company is not then subject
to the reporting requirements of the Exchange Act, then the time periods for filing applicable to the Company shall be that required
of a non-accelerated filer and in any case including any extension as would be permitted by Rule 12b-25 under the Exchange
Act); provided, however, that (x) (i) the Company shall not be so obligated to file the information, documents
and reports with the SEC if the SEC does not permit those filings and (ii) the electronic filing with the SEC through the
SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system providing for free public access
to such filings) shall satisfy the Company’s obligation to provide such reports, information and documents to the Trustee
and the Holders of Notes, it being understood that the Trustee shall have no responsibility to determine whether or not such information
has been filed and (y) the Company shall not be required to provide the type of information contemplated by Rule 3-10
of Regulation S-X with respect to separate financial statements for Guarantors or any financial statements for unconsolidated
subsidiaries or 50% or less-owned persons contemplated by Rule 3-09 of Regulation S-X, or in each case any successor provisions.


 


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


 


SECTION 4.04.        Limitation
on Debt. The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any
Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence
of the Incurrence or be continuing following the Incurrence and either:


 






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(1)            the
Debt is Debt of the Company or any Restricted Subsidiary and after giving effect to the Incurrence of the Debt and the application
of the proceeds thereof on a Pro Forma Basis, the Consolidated Fixed Charges Coverage Ratio would be greater than 2.00 to 1.00;
provided that the aggregate amount of Debt that may be Incurred pursuant to the foregoing by a Restricted Subsidiary that
is not a Guarantor, when aggregated with the then outstanding amount of Permitted Refinancing Debt in respect thereof pursuant
to clause (t) of the following paragraph, shall not at any one time be outstanding in an amount exceeding the greater of (i) $110.0
million and (ii) 5.0% of Consolidated Total Assets (measured as of the last day of the fiscal quarter most recently ended
prior to the date of Incurrence thereof for which internal financial statements are available at such time), or


 


(2)            the
Debt is Permitted Debt.


 


“Permitted Debt” means:


 


(a)            Debt
of the Company and the Guarantors evidenced by the Initial Notes and the related Guarantees;


 


(b)            Debt
of the Company or a Restricted Subsidiary Incurred under any Credit Facilities in an aggregate principal amount outstanding at
any time not to exceed $3.0 billion;


 


(c)            Debt
of the Company or any Restricted Subsidiary Incurred to finance the acquisition, construction or improvement of any fixed or capital
assets (whether or not constituting Purchase Money Debt), including Capital Lease Obligations and any Debt assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided
that the aggregate principal amount of Debt Incurred in reliance on this clause (c) shall not exceed, when aggregated with
the amount of Permitted Refinancing Debt in respect thereof pursuant to clause (t) below, the greater of (i) $350.0 million
and (ii) 10.0% of Consolidated Total Assets (measured as of the last day of the fiscal quarter most recently ended prior to
the date of Incurrence thereof for which internal financial statements are available at such time) at any time outstanding;


 


(d)            Debt
of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company
or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Equity Interests
or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that
Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt
by the issuer thereof, and (2) if the Company or a Guarantor is the obligor on any such Debt owing to a Restricted Subsidiary
that is not a Guarantor, the Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect
to the Notes or the related Guarantees, as applicable;


 


(e)            Debt
of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the Company or otherwise
became a Restricted Subsidiary; provided that Debt of Restricted Subsidiaries that are not Guarantors that is Incurred under
this clause (e) may not be Incurred in contemplation of, as consideration in, or to provide all or any portion of the funds
or credit support utilized to consummate, a transaction or series of transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary of the Company or was otherwise acquired by the Company; provided further that at the time
that Person was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of
that Debt on a Pro Forma Basis, (i) the Company would have been able to Incur $1.00 of additional Debt pursuant to clause
(1) of the first paragraph of this Section 4.04 or (ii) the Consolidated Fixed Charges Coverage Ratio would have
been greater than such ratio immediately prior to such transaction;


 






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(f)           Debt
of the Company or a Restricted Subsidiary Incurred as consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, a transaction or series of transactions pursuant to which a Person became a Restricted Subsidiary
of the Company or was otherwise acquired by the Company or a Restricted Subsidiary; provided at the time that Person was
acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of that Debt, (i) the
Company would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant
or (ii) the Consolidated Fixed Charges Coverage Ratio would have been greater than such ratio immediately prior to such transaction;
provided that the aggregate amount of Debt that may be Incurred pursuant to this clause (f) by a Restricted Subsidiary
that is not a Guarantor, when aggregated with the then outstanding amount of Permitted Refinancing Debt in respect thereof pursuant
to clause (t) below, shall not at any one time be outstanding in an amount exceeding the greater of (i) $110.0 million
and (ii) 5.0% of Consolidated Total Assets (measured as of the last day of the fiscal quarter most recently ended prior to
the date of Incurrence thereof for which internal financial statements are available at such time);


 


(g)           Debt
in respect of Swap Contracts; provided that such Swap Contracts are (or were) entered into in for the purpose of mitigating
risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and not for purposes of speculation;


 


(h)           Debt
in respect of workers’ compensation claims, property, casualty or liability insurance, take-or-pay obligations in supply
arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties and similar arrangements,
in each case in the ordinary course of business;


 


(i)            to
the extent constituting Debt, indemnification and non-compete obligations or adjustments in respect of the purchase price (including
earn-outs and other contingent deferred payments) in connection with any acquisition or disposition permitted by this Indenture;


 


(j)            Debt
outstanding on the Issue Date not otherwise described in clause (a) or (b) above or clause (l)(y) below, including
the Existing Notes and the related guarantees;


 


(k)            Debt
of the Company or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed the greater
of $450.0 million and 12.5% of Consolidated Total Assets (measured as of the last day of the fiscal quarter most recently ended
prior to the date of Incurrence thereof for which internal financial statements are available at such time);


 


(l)            Debt
of Restricted Subsidiaries that are not Guarantors in an aggregate principal amount outstanding at any one time not to exceed (x) $75.0
million plus (y) in the case of Foreign Subsidiaries organized under the Laws of the People’s Republic of China, RMB675,000,000;


 


(m)          Debt
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn
by the Company or any Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Debt
is promptly repaid;


 


(n)           (x) any
guarantee by the Company or a Restricted Subsidiary of Debt or other obligations of any Restricted Subsidiary so long as the Incurrence
of such Debt Incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (y) any guarantee by
a Restricted Subsidiary of Debt of the Company; provided that such guarantee is Incurred in accordance with Section 4.14;


 


(o)           Debt
in connection with any Permitted Receivables Financing;


 


(p)           Debt
representing deferred compensation to employees of the Company and its Restricted Subsidiaries Incurred in the ordinary course
of business;


 


(q)           Debt
Incurred in the ordinary course of business in connection with cash pooling arrangements and cash management incurred in the ordinary
course of business in respect of netting services and similar arrangements in each case in connection with cash management and
deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such
arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto;


 






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(r)            Debt
consisting of unpaid insurance premiums owing to insurance companies and insurance brokers Incurred in connection with the financing
of insurance premiums in the ordinary course of business;


 


(s)            guarantees
of Debt otherwise permitted by this Section 4.04 and of other obligations otherwise permitted under this Indenture; and


 


(t)            Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this Section 4.04
and clauses (a), (c), (e), (f), (j), (k) and (s) above.


 


For purposes of determining compliance with
any restriction on the Incurrence of Debt in dollars where Debt is denominated in a different currency, the amount of such Debt
will be the Dollar Equivalent determined on the date of such determination, provided that if any such Debt denominated in
a different currency is subject to a Swap Contract (with respect to dollars) covering principal amounts payable on such Debt, the
amount of such Debt expressed in such foreign currency will be adjusted to take into account the effect of such agreement. The
principal amount of any Permitted Refinancing Debt Incurred in the same currency as the Debt being Refinanced will be the Dollar
Equivalent of the Debt Refinanced determined on the date such Debt being Refinanced was initially Incurred. Notwithstanding any
other provision of this Section 4.04, for purposes of determining compliance with this Section 4.04, increases in Debt
solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company
or any Restricted Subsidiary may Incur under any of clauses (a) through (t) of this Section 4.04.


 


For purposes of determining compliance with
this Section 4.04, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above,
the Company, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include
the amount and type of such Debt in one of the above clauses, and the Company will be entitled to divide and classify and reclassify
an item of Debt in more than one of the types of Debt described above; provided that (i) Debt may not be reclassified
under clause (j) above and (ii) all Debt outstanding under the Senior Secured Credit Facilities on the Issue Date shall
be deemed to be outstanding pursuant to clause (b) above.


 


The accrual of interest, the accretion of
accreted value, the payment of interest in the form of additional Debt, the payment of dividends on Disqualified Equity Interests
in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount or liquidation
preferences and increases in the amount of Debt outstanding solely as a result of fluctuations in the applicable Dollar Equivalent
amount of any Debt will not be deemed to be an Incurrence of Debt for purposes of this Section 4.04. The principal amount
of any non-interest bearing Debt or other discount security constituting Debt at any date shall be the principal amount thereof
that would be shown on a consolidated balance sheet of the Company dated such date prepared in accordance with GAAP.


 


SECTION 4.05.        Limitation
on Restricted Payments. The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly,
any Restricted Payment if at the time of, and after giving effect to, the proposed Restricted Payment,


 


(a)            a
Default or Event of Default shall have occurred and be continuing,


 


(b)            the
Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 4.04,
or


 


(c)            the
aggregate amount of that Restricted Payment and all other Restricted Payments (other than Restricted Payments made during a Suspension
Period and Restricted Payments made pursuant to clauses (c) through (m) of the following paragraph) declared or made
after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would
exceed an amount equal to the Available Amount.


 


Notwithstanding the foregoing limitation,
the Company may:


 






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(a)            pay
dividends on its Equity Interests within 60 days of the declaration thereof if, on said declaration date, the dividends could have
been paid in compliance with this Indenture;


 


(b)            purchase,
repurchase, redeem, legally defease, acquire or retire for value Equity Interests of the Company or Subordinated Obligations in
exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Company (other than Disqualified
Equity Interests and other than Equity Interests issued or sold to a Subsidiary of the Company or an employee stock ownership plan
or trust established by the Company or any Subsidiary for the benefit of their employees);


 


(c)            purchase,
repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds
of the substantially concurrent sale of, Permitted Refinancing Debt;


 


(d)            (i) purchase,
repurchase, redeem, legally defease, acquire or retire for value any Disqualified Equity Interests in exchange for, or out of the
proceeds of the substantially concurrent sale of, Permitted Refinancing Debt or (ii) pay scheduled dividends (not constituting
a return on capital) on Disqualified Equity Interests of the Company issued pursuant to and in compliance with Section 4.04;


 


(e)            permit
a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary that
are not the parent of that Restricted Subsidiary, so long as the Company or a Restricted Subsidiary that is the parent of that
Restricted Subsidiary receives dividends on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted
Subsidiary that is the parent of that Restricted Subsidiary of dividends or distributions of greater value than it would receive
on a pro rata basis;


 


(f)            (i) make
cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible
into Equity Interests of the Company, (ii) purchase fractional shares arising out of stock dividends, stock splits, stock
combinations or business combinations or (iii) the repurchase or redemption of rights to purchase Equity Interests of the
Company issued in connection with any future shareholder rights plan of the Company;


 


(g)            make
repurchases of shares of common stock or other Equity Interests of the Company deemed to occur (A) upon the exercise, conversion
or exchange of options, warrants or other rights to purchase Equity Interests of the Company if such Equity Interests of the Company
represent a portion of the exercise price thereof, (B) as a result of such shares of common stock or other Equity Interests
being utilized to satisfy tax withholding obligations upon (i) the exercise of options, warrants or other rights to purchase
Equity Interests of the Company or (ii) the vesting of other Equity Interests of the Company or the withholding taxes applicable
to such options, warrants or other rights to purchase Equity Interests of the Company or (C) upon the cancellation of Equity
Interests of the Company;


 


(h)            repurchase
Equity Interests of the Company from current or former officers, directors or employees of the Company or any of its Subsidiaries
(or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including
employment agreements) or plans approved by the Board of Directors under which such individuals acquire such Equity Interests;
provided, however, that the aggregate amount of such repurchases shall not exceed the sum of (i) $15.0 million
in any calendar year (with unused amounts in any calendar year carried over to succeeding calendar years subject to a maximum of
$35.0 million in any calendar year) plus (ii) the net cash proceeds of any “key man” life insurance policies of
the Company or any Restricted Subsidiary that have not been used to make any repurchases under this clause (h);


 


(i)             purchase,
defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Company or an Asset
Sale by the Company, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only
if the Company has previously made the offer to purchase notes required under Section 4.12 or Section 4.07;


 


(j)             make
other Restricted Payments in aggregate amount not to exceed the greater of (x) $300.0 million and (y) 10.0% of Consolidated
Total Assets (calculated as of the last day of the fiscal quarter most recently ended prior to the time of the applicable Restricted
Payment for which internal financial statements are available at such time);


 



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(k)             make
other Restricted Payments, provided that after giving effect to such Restricted Payment on a Pro Forma Basis the Consolidated
Net Leverage Ratio will be less than or equal to 4.00 to 1.00;


 


(l)              make
other Restricted Payments using the proceeds of a substantially concurrent offering of Equity Interests (other than Disqualified
Equity Interests) of the Company; provided that such proceeds shall not be included in the Available Amount; and


 


(m)            the
payment of any dividend or distribution by the Company in respect of its common stock in an aggregate amount not to exceed, in
any fiscal year, $150.0 million (with unused amounts being available to be used in the following fiscal year but not any succeeding
fiscal year);


 


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


 


For purposes of determining compliance with
this Section 4.05, a Restricted Payment permitted by this Section 4.05 or a Permitted Investment described in the definition
of “Permitted Investments” need not be permitted solely by reference to one category of permitted Restricted Payments
or Permitted Investments described in the definition of “Permitted Investments” (or any portion thereof) but may be
permitted in part under any combination thereof.


 


For purposes of this Section 4.05,
if any Restricted Payment or Investment would be permitted pursuant to one or more provisions described above and/or one or more
of the exceptions contained in the definition of “Permitted Investments,” the Company may classify such Restricted
Payment or Investment in any manner that complies with this Section 4.05 and may later reclassify any such Restricted Payment
or Investment so long as such Restricted Payment or Investment (as so reclassified) would be permitted to be made in reliance on
the applicable exception as of the date of such reclassification.


 


SECTION 4.06.      Limitation
on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or
suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Equity Interests of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it
has made or will make effective provision whereby the Notes and the related Guarantees will be secured by that Lien equally and
ratably with (or prior to) all other Debt of the Company or any Restricted Subsidiary secured by that Lien for so long as such
Lien is outstanding. Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.06 shall be
automatically and unconditionally released and discharged upon the release and discharge of such other Lien.


 


For purposes of determining compliance with
this Section 4.06, (A) a Lien securing an item of Debt need not be permitted solely by reference to one category of permitted
Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph
of this Section 4.06 but may be permitted in part under any combination thereof and (B) if a Lien securing an item of
Debt meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition
of “Permitted Liens” or pursuant to the first paragraph of this Section 4.06, the Company may, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien securing such item
of Debt (or any portion thereof) in any manner that complies with this Section 4.06 and will be entitled to only include the
amount and type of such Lien or such item of Debt secured by such Lien (or any portion thereof) in one of the categories (or any
portion thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph of this Section 4.06.


 


With respect to any Lien securing Debt that
was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased
Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection
with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest
in the form of additional Debt with the same terms or in the form of common stock of the Company, the payment of dividends on Preferred
Stock in the form of additional shares of Preferred Stock of the same class and accretion of original issue discount or liquidation
preference.


 



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SECTION 4.07.        Limitation
on Asset Sales.


 


(a)                 The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:


 


(i)            the
Company or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value
of the Property subject to such Asset Sale; and


 


(ii)            at
least 75% of the consideration paid to the Company or the Restricted Subsidiary in connection with such Asset Sale is in the form
of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary by operation
of law or otherwise (other than liabilities that are by their terms subordinated to the Notes) as a result of which the Company
and the Restricted Subsidiaries are no longer obligated with respect to those liabilities; provided that, for purposes of
this clause (ii), Designated Non-Cash Consideration in an aggregate amount for all such Asset Sales that is at any time outstanding
not to exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets at the time of receipt of such
Designated Non-Cash Consideration (measured as of the last day of the fiscal quarter most recently ended prior to the date of receipt
thereof for which internal financial statements are available) (without giving effect to any write-off or write-down thereof) shall
be deemed to be cash and Cash Equivalents.


 


For the purposes of this Section 4.07:


 


(1)            securities
or other assets received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such
Restricted Subsidiary into cash within 180 days shall be considered to be cash to the extent of the cash received in that conversion;


 


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


 


(3)            Productive
Assets received by the Company or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash; and


 


(4)            the
requirement that at least 75% of the consideration paid to the Company or the Restricted Subsidiary in connection with the Asset
Sale be in the form of cash or Cash Equivalents shall also be considered satisfied if the cash received constitutes at least 75%
of the consideration received by the Company or the Restricted Subsidiary in connection with such Asset Sale, determined on an
after-tax basis.


 


(b)                 The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent
the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):


 


(i)            to
repay Debt of the Company under clause (b) of the second paragraph of Section 4.04;


 


(ii)           in
the case of any Asset Sale by a Foreign Restricted Subsidiary, to repay any liability of one or more Foreign Restricted Subsidiaries;


 


(iii)          to
make capital expenditures or reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted
Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); or


 



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(iv)            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) above,
the Company and its Restricted Subsidiaries may temporarily reduce Debt (including under a revolving Credit Facility) or otherwise
invest such Net Available Cash in any manner not prohibited by this Indenture.


 


(c)            Any
Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the
receipt of such Net Available Cash (or in the event that the Company or any Restricted Subsidiary has entered into a binding agreement
to make capital expenditures or acquire Additional Assets within such 365 day period, such period shall be extended for an additional
180 days with respect to the portion of such Net Available Cash so committed to be applied to such capital expenditures or such
acquisition) or that the Company earlier elects to so designate shall constitute “Excess Proceeds.”


 


When the aggregate amount of Excess Proceeds
not previously subject to a Prepayment Offer exceeds $50.0 million, the Company will be required to make an offer to purchase (the
 “Prepayment Offer”) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but excluding, the purchase date (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription)
set forth in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the
preceding sentence and provided that all Holders of Notes have been given the opportunity to tender their Notes for purchase
in accordance with this Indenture, the Company or such Restricted Subsidiary may use the remaining amount for any purpose permitted
by this Indenture and the amount of Excess Proceeds will be reset to zero.


 


(d)            (1) Not
later than ten Business Days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph,
the Company shall send a written notice, by first-class mail (or electronic transmission in the case of Notes held in book-entry
form), to the Holders of Notes, accompanied by information regarding the Company and its Subsidiaries as the Company in good faith
believes will enable the Holders to make an informed decision with respect to that Prepayment Offer. The notice shall state, among
other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law,
a Business Day no earlier than 30 days nor later than 60 days from the date the notice is sent.


 


(2)            Not
later than the date upon which written notice of a Prepayment Offer is delivered to the Holders of Notes as provided above, the
Company shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Prepayment Offer (the “Offer
Amount”), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer
is being made and (iii) the compliance of such allocation with the provisions of clause (c) of this Section 4.07.
On or before the purchase date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) an amount equal to the Offer Amount
to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment
Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions
thereof that have been validly tendered and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the purchase
date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase
price of the Notes delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this
Section 4.07.


 


(3)            At
the time the Company delivers Notes to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officer’s
Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section.
A Note shall be deemed to have been accepted for purchase at the time the Trustee or the applicable Paying Agent mails or delivers
payment therefor to the surrendering Holder.


 






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(e)            The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.07. To the extent that
the provisions of any securities laws or regulations conflict with provisions of this Section 4.07, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.07
by virtue thereof.


 


SECTION 4.08.         Limitation
on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of
any Restricted Subsidiary to:


 


(a)            pay
dividends, in cash or otherwise, or make any other distributions on or in respect of its Equity Interests, or pay any Debt or other
obligation owed, to the Company or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock
in receiving dividends or distributions prior to dividends or distributions being paid on any other Equity Interests shall not
be deemed a restriction on the ability to pay dividends or make distributions on Equity Interests),


 


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


 


(c)            transfer
any of its Property to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include
any type of transfer described in clause (a) or (b) above).


 


The foregoing limitations will not apply:


 


(1)            with
respect to clauses (a), (b) and (c), to restrictions:


 


(A)            in
effect on the Issue Date, including pursuant to (x) this Indenture, the Notes and the related Guarantees, (y) the 2024
Notes Indenture, the 2024 Notes and the related guarantees and (z) the 2026 Notes Indenture, the 2026 Notes and the related
guarantees,


 


(B)            relating
to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created
in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary
became a Restricted Subsidiary or was acquired by the Company,


 


(C)            resulting
from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause
(2)(A) or (B) below, provided that restriction is not materially less favorable, taken as a whole, to the Holders
of Notes than those under the agreement evidencing the Debt so Refinanced,


 


(D)            resulting
from the Incurrence of any Permitted Debt described in clause (b) or (c) of the second paragraph of Section 4.04,


 


(E)            relating
to Debt of a Foreign Restricted Subsidiary,


 


(F)            constituting
restrictions in connection with a Permitted Receivables Financing,


 


(G)            constituting
customary restrictions in joint venture or shareholder agreements relating to any Person that is not a Wholly Owned Restricted
Subsidiary,


 


(H)            arising
or existing by reason of applicable law or any applicable law, rule, regulation or order, or


 






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(I)            that
will not, in the good faith judgment of the Company, materially impair the ability of the Company to make all scheduled payments
of principal and interest on the Notes as they come due,


 


(2)            with
respect to clause (c) only, to restrictions:


 


(A)            relating
to Debt that is permitted to be Incurred and secured without also securing the Notes and the related Guarantees pursuant to Section 4.04
and Section 4.06 and that limit the right of the debtor to dispose of the Property securing that Debt,


 


(B)            encumbering
Property at the time the Property was acquired by the Company or any Restricted Subsidiary, so long as the restriction relates
solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition,


 


(C)            resulting
from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including,
without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of
the agreements or rights thereunder, or


 


(D)            which
are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale.


 


SECTION 4.09.         Limitation
on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit
of, any Affiliate of the Company involving aggregate payments or consideration in excess of $20.0 million (an “Affiliate
Transaction”), unless:


 


(a)            the
terms of such Affiliate Transaction are not materially less favorable to the Company or that Restricted Subsidiary, as the case
may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate
of the Company, and


 


(b)            if
the Affiliate Transaction involves aggregate payments or consideration in excess of $50.0 million, the Board of Directors (including
a majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment,
believes that the Affiliate Transaction complies with clause (a) of this paragraph.


 


Notwithstanding the foregoing limitation,
the Company or any Restricted Subsidiary may enter into or suffer to exist the following:


 


(a)            any
transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted
Subsidiaries;


 


(b)            any
Restricted Payment permitted to be made pursuant to Section 4.05 and any Permitted Investment in any Person that would constitute
an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise Controls
such Person;


 


(c)            employment,
compensation (including payment of amounts pursuant to employee benefit plans), indemnification, reimbursement and severance arrangements
for officers and directors of the Company or any of the Restricted Subsidiaries so long as they are (i) in the ordinary course
of business or (ii) in the case of executive officers and directors, approved by the Board of Directors;


 


(d)            loans
and advances to employees made in the ordinary course of business in compliance with applicable laws, provided that those
loans and advances do not exceed $10.0 million in the aggregate at any one time outstanding;


 






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


 


(f)            any
transaction pursuant to any agreement in effect on the Issue Date and any modification, amendment, replacement or renewal thereof
that is not, in the good faith judgment of the Company, materially adverse to the Holders compared to the terms of the applicable
agreement in effect on the Issue Date;


 


(g)            any
grant, issuance, sale or transfer of Equity Interests (other than Disqualified Equity Interests) of the Company;


 


(h)            any
transaction with a Person that is an Affiliate of the Company solely because such a member of the Board of Directors or the board
of directors of a Restricted Subsidiary is also a member of the board of directors of such Person or any direct or indirect parent
company of such Person;


 


(i)             any
transaction with customers, suppliers, joint ventures, joint venture partners or purchasers or sellers of goods or services, in
each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture; and


 


(j)             any
transaction approved by a majority of the disinterested members of the Board of Directors.


 


SECTION 4.10.         Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted
Subsidiary if:


 


(a)            the
Subsidiary to be so designated does not own any Equity Interests or Debt of, or own or hold any Lien on any Property of, the Company
or any other Restricted Subsidiary, and


 


(b)            any
of the following:


 


(1)            the
Subsidiary to be so designated has total assets of $1,000 or less, or


 


(2)            if
the Subsidiary has consolidated assets greater than $1,000, then the designation would be permitted under Section 4.05.


 


Unless so designated as an Unrestricted Subsidiary, any Person
that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that the
Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if the requirements set forth in the second immediately following paragraph will not be satisfied after giving pro forma effect
to the classification or if the Person is a Subsidiary of an Unrestricted Subsidiary.


 


Except as provided in the first sentence
of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the
Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder
thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated
or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of
any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Company or the Restricted
Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary).


 


The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to the designation,


 


(x)            the
Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of Section 4.04,
and


 






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(y)            no
Default or Event of Default shall have occurred and be continuing or would result therefrom.


 


Any designation or redesignation of this
kind by the Board of Directors will be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate that
certifies that the designation or redesignation complies with the foregoing provisions.


 


SECTION 4.11.         [Reserved].


 


SECTION 4.12.         Change
of Control.


 


(a)            Upon
the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes in full, the Company shall
be required to make an offer to repurchase all of the Notes pursuant to the offer described below (the “Change of Control
Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but excluding, the purchase date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date).


 


(b)            Within
30 days following any Change of Control or, at the Company’s option, prior to the consummation of a Change of Control but
after it is publicly announced, the Company shall send, by first-class mail (or electronic transmission in the case of Notes held
in book-entry form), with a copy to the Trustee, to each Holder of Notes, at such Holder’s address appearing in the Notes
Register, a notice stating:


 


(A)            that
a Change of Control Offer is being made pursuant to this Section 4.12 and that all Notes timely tendered will be accepted
for payment;


 


(B) the Change of Control
Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);


 


(C) the circumstances and
relevant facts regarding the Change of Control; and


 


(D) the procedures that Holders
of Notes must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes
must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.


 


(c)            Holders
electing to have a Note purchased shall be required to surrender the Note (for Notes held in book-entry form, in accordance with
DTC’s applicable procedures), with an appropriate form duly completed, to the Company or its agent at the address specified
in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than two Business Days prior to the Change of Control Payment Date a
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for
purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased (for Notes held
in book-entry form, in accordance with DTC’s applicable procedures).


 


(d)            Prior
to the Change of Control Payment Date, the Company shall irrevocably deposit with either the Trustee or with the Paying Agent (or,
if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount
equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with
the provisions of this Section 4.12. On the Change of Control Payment Date, the Company shall deliver to the Trustee the Notes
or portions thereof that have been properly tendered to and are to be accepted by the Company for payment. The Trustee or the Paying
Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase
Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately
after the Change of Control Payment Date.


 






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(e)            The
Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.


 


(f)            The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.12. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of this Section 4.12, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12
by virtue thereof.


 


(g)            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 described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such
third party will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than
30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all the Notes that remain outstanding
following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but
excluding, the purchase date in accordance with the provisions of Article III.


 


SECTION 4.13.         [Reserved].


 


SECTION 4.14.         Limitation
on Guarantees of Debt by Restricted Subsidiaries. The Company shall not permit any Restricted Subsidiary that is a Wholly
Owned Restricted Subsidiary (or a Restricted Subsidiary that is a non-Wholly Owned Subsidiary if such Subsidiary guarantees other
capital markets debt securities of the Company or a Guarantor), other than a Guarantor, a Foreign Restricted Subsidiary or a Receivables
Financing SPC, to guarantee the payment of any Debt of the Company or any other Guarantor in excess of $100.0 million unless such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture substantially in the form
of Exhibit D hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt
of the Company or any Guarantor:


 


(a)            if
the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental
indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Debt substantially to the
same extent as the Notes are subordinated to such Debt; and


 


(b)            if
such Debt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee
by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee substantially
to the same extent as such Debt is subordinated to the Notes or such Guarantor’s Guarantee;


 


provided
that this Section 4.14 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such
Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary.


 


ARTICLE V


 


Successor Company


 


SECTION 5.01.         When
Company May Merge or Transfer Assets. The Company shall not merge, consolidate or amalgamate with or into (other than
a merger of a Wholly Owned Restricted Subsidiary into the Company), or sell, transfer, assign, lease, convey or otherwise dispose
of all or substantially all its Property in any one transaction or series of transactions to, any Person unless:


 






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(a)            the
Company shall be the surviving Person or the Person formed by that merger, consolidation or amalgamation or to which that sale,
transfer, assignment, lease, conveyance or disposition is made shall be a corporation, partnership or limited liability company
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (such Person,
as the case may be, being herein called the “Successor Company”);


 


(b)            the
Successor Company (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee,
executed and delivered to the Trustee by that Successor Company, the due and punctual payment of the principal of, and premium,
if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed by the Company;


 


(c)            immediately
after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have
occurred and be continuing;


 


(d)            immediately
after giving effect to that transaction or series of transactions on a pro forma basis, (i) the Company or the Successor Person,
as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of Section 4.04,
or (ii) the Consolidated Fixed Charges Coverage Ratio would be no worse than such ratio immediately prior to such transaction;
provided, however, that this clause (d) shall not be applicable to (A) the Company merging, consolidating
or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of
the United States so long as the amount of Debt of the Company and the Restricted Subsidiaries is not increased thereby or (B) any
Restricted Subsidiary merging, consolidating or amalgamating with or into or transferring all or substantially all its Property
to the Company so long as no Equity Interests of such Restricted Subsidiary are distributed to any Person other than the Company;
and


 


(e)            the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee,
an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if
any, in respect thereto comply with this Section and that all conditions precedent herein provided for relating to the transaction
and the execution and delivery of a supplemental indenture, as applicable, have been satisfied.


 


The Successor Person shall succeed to, and
be substituted for, and may exercise every right and power of the Company under this Indenture, but the predecessor Company in
the case of:


 


(a)            a
sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition
is of all or substantially all the assets of the Company as an entirety or virtually as an entirety), or


 


(b)            a
lease,


 


in each case, shall not be released from any obligation to pay
the principal of, premium, if any, and interest on, the Notes.


 


Subject to Section 10.02(b) governing
release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Company shall not permit
any such Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or such Guarantor is the surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets,
in one or more related transactions, to any Person unless:


 


(1)            (a) such
Guarantor is the surviving Person or the Person formed by that merger, consolidation or amalgamation or to which that sale, transfer,
assignment, lease, conveyance or disposition is made shall be a corporation, partnership or limited liability company organized
and existing under the laws of the United States of America, any State thereof or the District of Columbia (such Guarantor or such
Person, as the case may be, being herein called the “Successor Person”);


 






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


 


(c)            immediately
after giving effect to such transaction or series of transactions on a Pro Forma Basis, no Default or Event of Default shall have
occurred and be continuing; and


 


(d)            the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee,
an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if
any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to the
transaction have been satisfied; or


 


(2)            the
transaction does not violate Section 4.07 (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
herewith at such time).


 


In the case of clause (1) above, the
Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee
and, except in the case of (x) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer,
assignment, conveyance or other disposition is of all the assets of such Guarantor as an entirety or virtually as an entirety)
or (y) a lease, such Guarantor shall automatically be released and discharged from its obligations under this Indenture and
such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties
and assets to another Guarantor or the Company.


 


Any reference herein to a merger, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited
liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited
partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation,
assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a
limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any
limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint
venture or any other like term shall also constitute such a Person or entity).


 


ARTICLE VI


 


Defaults and Remedies


 


SECTION 6.01.         Events
of Default. The following events shall be “Events of Default”:


 


(1)            the
Company defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for a
period of 30 days;


 


(2)            the
Company defaults in the payment of the principal of, or premium, if any, on any Note when the same becomes due and payable at its
Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(3)            the
Company fails to comply with Article V;


 


(4)            the
Company fails to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the
subject of the foregoing clause (1), (2) or (3)) and such failure continues for 60 days (other than with respect to Section 4.03,
which failure continues for 120 days) after written notice is given to the Company as specified below;


 



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(5)            a
default under any Debt by the Company or any Restricted Subsidiary that results in acceleration of the maturity of that Debt, or
failure to pay any Debt at maturity, in either case giving effect to any applicable grace period, in an aggregate amount greater
than $100.0 million or its foreign currency equivalent at the time;


 


(6)            the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A)            commences
a voluntary case;


 


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


 


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


 


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


 


or takes any comparable action under any foreign laws
relating to insolvency;


 


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


 


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


 


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


 


(C)            orders
the winding up or liquidation of the Company or any Significant Subsidiary; or


 


(D)            grants
any similar relief under any foreign laws; and in each such case the order or decree remains unstayed and in effect for 30 days;


 


(8)            any
judgment or judgments for the payment of money in an aggregate amount in excess of $100.0 million (or its foreign currency equivalent
at the time), net of any amounts covered by insurance, that shall be rendered against the Company or any Restricted Subsidiary
and that shall not be waived, satisfied or discharged for any period of 60 consecutive days after such judgment or judgments have
become final; or


 


(9)            the
Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void
or any responsible Officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further
liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the
release of any such Guarantee in accordance with this Indenture.


 


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


 


A Default under clause (4) is not an
Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding notify
the Company (and in the case of such notice by Holders, the Trustee) of the Default and the Company does not cure that Default
within the time specified after receipt of such notice. The notice must specify the Default, demand that it be remedied and state
that such notice is a “Notice of Default”.


 






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The Company shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Default or Event
of Default, its status and what action the Company is taking or proposes to take with respect thereto.


 


SECTION 6.02.         Acceleration.
If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 6.01(6) or (7) with
respect to the Company) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate
principal amount of Notes then outstanding may, by notice to the Company and the Trustee, declare to be immediately due and payable
the principal amount of all the applicable Notes then outstanding, plus accrued but unpaid interest to, but excluding, the date
of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default
specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and accrued and unpaid
interest on all the Notes shall be due and payable immediately without any declaration or other act by the Trustee or the Holder
of the Notes. After any such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Company may rescind
any declaration of acceleration if the rescission would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal, premium, or interest that has become due solely because of the
acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.


 


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 of, or premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes or
this Indenture.


 


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


 


SECTION 6.04.         Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee
may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on
a Note or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of
each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.


 


SECTION 6.05.         Control
by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not any such direction unduly prejudices the rights of such Holders)
or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction. Subject to Section 7.01, in case an Event of Default
shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the
request or direction of any of the Holders, unless the Holders shall have offered to the Trustee indemnity satisfactory to it
against loss, liability or expense.


 


SECTION 6.06.         Limitation
on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)            such
Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(2)            the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request, and such
Holder or Holders shall have offered security or indemnity, to the Trustee satisfactory to it against loss, liability or expense
to pursue such proceeding as trustee; and


 






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(3)            the
Trustee has failed to institute such proceeding and has not received from the Holders of at least a majority in aggregate principal
amount of the Notes outstanding a direction inconsistent with such request, within 60 days after such notice, request and offer.


 


The foregoing limitations on the pursuit
of remedies by a Holder shall not apply to a suit instituted by a Holder of Notes for the enforcement of payment of the principal
of, premium, if any, or interest on such Note on or after the applicable due date specified in such Note. A Holder may not use
this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders).


 


SECTION 6.07.         Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual right of any Holder
to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes expressly set forth in this
Indenture or the Notes shall not be waived without the consent of such Holder.


 


SECTION 6.08.         Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(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 for the whole amount then due and
owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in this Indenture.


 


SECTION 6.09.         Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company,
its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any
election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for such compensation as agreed upon in writing
by the parties hereto, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under this Indenture, or in connection with the transactions contemplated hereunder. 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 this Indenture 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.


 


SECTION 6.10.         Priorities.
If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following
order:


 


FIRST: to the Trustee, including
its agents and counsel, for amounts due under this Indenture;


 


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


 


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


 


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


 






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SECTION 6.11.         Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.11 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 Notes then outstanding.


 





SECTION 6.12.         Waiver
of Stay or Extension Laws. Neither the Company nor any Guarantor (to the extent it may lawfully do so) shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company
and the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law,
and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.


 


ARTICLE VII


 


Trustee


 


SECTION 7.01.         Duties
of Trustee.


 


(a)            If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in 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
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties,
covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)            in
the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, 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 any mathematical calculations or other facts
stated therein.


 


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


 


(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 Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(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 the terms of this Indenture.


 


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


 


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


 






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


 





(g)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(h)            Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section 7.01, and the provisions of this Article VII shall apply to the Trustee
in its role as Registrar, Paying Agent and Notes Custodian.


 


SECTION 7.02.         Rights
of Trustee.


 


(a)            The
Trustee may conclusively rely on 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. The
Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney at the expense 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, it shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel.


 


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


 


(d)            Subject
to Section 7.01(c), 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 its rights or powers.


 


(e)            The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)            The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


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


 


(h)            The
Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose
of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any
of them.


 


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


 


(j)            The
Trustee shall not be deemed to have notice of any Default or Event of Default unless (i) a Trust Officer has actual knowledge
thereof or (ii) written notice of any event which is in fact such a Default is received by the Trustee from the Company, any
Guarantor or any Holder of at least 25% in aggregate principal amount of the Notes then outstanding (in accordance with the notice
provisions of this Indenture) and such notice references the Notes and this Indenture.


 






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


 


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


 


(m)           The
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


(n)            Under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


The provisions of this Section 7.02
shall survive satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal
of the Trustee.


 


SECTION 7.03.         Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar may do the same with like rights. However, the Trustee must comply with 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, priority or adequacy
of this Indenture, the Notes or the Guarantees, it shall not be accountable for the Company’s use of the proceeds from the
Notes, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in any other document
issued in connection with the sale of the Notes or in the Notes other than the certificate of authentication executed by the Trustee.


 


SECTION 7.05.         Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if the Trustee has notice of such (as set forth
in Section 7.02(j)), the Trustee shall mail (or with respect to Notes held in book-entry form, to the extent permitted or
required by applicable procedures and regulations of the Depositary, send electronically) to each Holder notice of the Default
or Event of Default within 90 days after the Trustee has notice of such (as set forth in Section 7.02(j)). Except in the
case of a Default or Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice
if and so long as the Trustee in good faith determines that withholding the notice is in the interests of Holders.


 


SECTION 7.06.         [Reserved].


 


SECTION 7.07.     Compensation
and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as agreed upon in
writing by the parties hereto. 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 upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company
and the Guarantors, jointly and severally, shall indemnify, defend, protect and hold harmless the Trustee (in its individual capacity
and Trustee capacities) and its agents, employees, officers and directors from and against any and all loss, liability, damages,
cost, claim or expense (including reasonable attorneys’ fees and taxes, other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it in connection with the acceptance or performance of its duties hereunder and/or the
transactions contemplated under this Indenture and the Trustee shall have no liability or responsibility for any action or inaction
on the part of any Paying Agent, Registrar, Authentication Agent or any successor trustee. 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
or any Guarantor of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and
the Company and the Guarantors shall pay the reasonable 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 gross negligence as finally adjudicated by a court of competent jurisdiction. The Company need not pay for any settlement made
by the Trustee without the Company’s consent, such consent not to be unreasonably withheld. All indemnifications and releases
from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.


 






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


 


The Company’s and the Guarantors’
payment obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the discharge
of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(6) or
(7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


SECTION 7.08.         Replacement
of Trustee. The Trustee may resign at any time by so notifying the Company in writing at least 30 days in advance of such
resignation and be discharged upon such resignation from the trust created hereby by so notifying the Company. The Holders of
a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon 30 days’ prior notice
by so notifying the Trustee in writing and may appoint a successor Trustee. No resignation or removal shall be effective until
a successor Trustee has been appointed and has accepted its appointment. The Company may, upon five Business Days’ notice,
remove the Trustee if:


 


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


 


(2)            the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(4)            the
Trustee otherwise becomes incapable of acting.


 


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


 


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, or otherwise deliver in accordance with the procedures of the Depositary in the case
of Notes held in book-entry form, a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.


 


If a successor Trustee does not take office
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Company, or the Holders
of 10% in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10,
any Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.


 






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Notwithstanding the replacement or resignation
of the Trustee pursuant to this Section 7.08, the Company’s and the Guarantors’ obligations under Section 7.07
shall continue for the benefit of the Trustee and survive the termination of this Indenture.


 


SECTION 7.09.     Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.


 


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


 


SECTION 7.10.     Eligibility;
Disqualification. The Trustee shall have (or, in the case of a corporation included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as set forth in its (or its related
bank holding company’s) most recent published annual report of condition. The Trustee shall comply with Section 310(b) of
the TIA, as amended, subject to the penultimate paragraph thereof.


 


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


 


ARTICLE VIII


 


Discharge of Indenture; Defeasance


 


SECTION 8.01.    Discharge
of Liability on Notes; Defeasance.


 


(a)           This
Indenture shall be discharged and shall cease to be of further effect as to all Notes and the related Guarantees, when either:


 


(1)          all
Notes theretofore authenticated and delivered, except mutilated, lost or destroyed Notes which have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or


 


(2)          (A) all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice
of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the 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, U.S. Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized accounting firm (in the case of U.S.
Government Securities), without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes
not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to, but excluding,
the date of maturity or redemption;


 


(B)            the
Company has paid or caused to be paid all sums payable by it under this Indenture; and


 






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(C)            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.


 


In addition, the Company shall deliver an
Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.


 


(b)          Subject
to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its and the Guarantors’ obligations
under the Notes, the related Guarantees and this Indenture (“legal defeasance option”) or (ii) its obligations
and those of the Guarantors under Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12 and 4.14 and the operation of Sections
6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant
Subsidiaries) and the limitations contained in clause (d) of Section 5.01 (“covenant defeasance option”).
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.


 


If the Company exercises its legal defeasance
option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect
to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) or 6.01(8) (with
respect only to Significant Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company
to comply with the limitations contained in clause (d) of Section 5.01. If the Company exercises its legal defeasance
option or its covenant defeasance option, each Guarantor shall be released from all of its obligations with respect to its Guarantee.


 


Upon satisfaction of the conditions set
forth herein and upon request of the Company, accompanied by an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company terminates.


 


(c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06
and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter,
the Company’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture
shall survive such satisfaction or discharge.


 


SECTION 8.02.     Conditions
to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if:


 


(1)            the
Company irrevocably deposits in trust with the Trustee money in U.S. Dollars or U.S. Government Obligations for the payment of
principal of and interest (including premium, if any) on the Notes to maturity or redemption;


 


(2)            the
Company delivers to the Trustee a certificate from a nationally recognized accounting firm expressing their opinion that the payments
of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest (including
premium, if any) when due on all the Notes to maturity or redemption, as the case may be;


 


(3)            [reserved];


 


(4)            no
Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;


 


(5)            the
deposit does not constitute a default under any other material agreement or instrument binding on the Company or any Guarantor;


 






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(6)            in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of
this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred;


 


(7)            in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to 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; and


 


(8)            the
Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance of the Notes as contemplated by this Article VIII have been complied with.


 


Before or after a deposit, the Company may
make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.


 


SECTION 8.03.     Application
of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII.
It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Notes.


 


SECTION 8.04.     Repayment
to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon written request any excess money
or U.S. Government Obligations held by them upon satisfaction of the conditions and occurrence of the events set forth in this
Article VIII.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment
as general creditors.


 


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


 


SECTION 8.06.     Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent
is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided,
however, that, if the Company has made any payment of interest on or principal of 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 U.S. Government Obligations held by the Trustee or Paying Agent.


 






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ARTICLE IX


 


Amendments


 


SECTION 9.01.      Without
Consent of Holders


 


. The Company, the Guarantors (except that
no existing Guarantor will be required to execute any amendment that solely relates to changes described in clause (5) below))
and the Trustee may amend this Indenture, the Notes and/or the related Guarantees without notice to or consent of any Holder to:


 


(1)            cure
any ambiguity, omission, defect or inconsistency, as evidenced in an Officer’s Certificate;


 


(2)            provide
for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture;


 


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


 


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


 


(5)            add
a Guarantor with respect to the Notes;


 


(6)            secure
the Notes, to add to the covenants of the Company and the Guarantors for the benefit of the Holders or to surrender any right or
power herein conferred upon the Company or any Guarantor;


 


(7)            make
any change that does not adversely affect the rights of any Holder of the Notes in any material respect;


 


(8)            comply
with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;


 


(9)            provide
for the issuance of Additional Notes in accordance with this Indenture


 


(10)          evidence
and provide for the acceptance of an appointment under this Indenture of a successor trustee; or


 


(11)          conform
the text of this Indenture, the Notes or the related Guarantees to any provision of the “Description of Notes” section
of the Offering Circular to the extent that such provision in the “Description of Notes” section of the Offering Circular
was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the related Guarantees as set forth in
an Officer’s Certificate.


 


After an amendment under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.


 


SECTION 9.02.     With
Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture, the Notes or the related Guarantees
without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer
for, the Notes). However, without the consent of each Holder affected thereby, an amendment may not:


 


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


 


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


 


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


 


(4)            make
any Note payable in money other than U.S. dollars;


 






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(5)            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 that Holder’s Notes;


 


(6)            subordinate
the Notes to any other obligation of the Company


 


(7)            except
as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner materially adverse
to the Holders;


 


(8)            reduce
the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed in accordance with Article III;


 


(9)            reduce
the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time by which the
Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to that Change of Control
Offer;


 


(10)          at
any time after the Company is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time by
which the Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or


 


(11)          make
any change in the amendment provisions hereof that require each Holder’s consent or in the waiver provisions hereof.


 


After an amendment under this Section 9.02
becomes effective, the Company shall promptly mail (or send by electronic transmission in the case of Notes held in book-entry
form) to Holders (with a copy to the Trustee) a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.


 


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


 


SECTION 9.03.      [Reserved].


 


SECTION 9.04.      Revocation
and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder.
An amendment or waiver becomes effective upon the (i) receipt by the Company or the Trustee of consents by the Holders of
the requisite principal amount of Notes, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture
and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver
(or supplemental indenture) by the Company, the Guarantors (as applicable) and the Trustee.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after
such record date.


 


SECTION 9.05.      Notation
on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver
such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return such
Note to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.


 






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SECTION 9.06.      Trustee
To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment, the Trustee shall receive indemnity satisfactory to it and shall receive, and (subject to Section 7.01)
shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and is the legal, valid and binding obligation of the Company and the Guarantors,
as applicable, enforceable in accordance with its terms.


 


SECTION 9.07.      Additional
Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate
class on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred
in any direction, waiver or consent shall be made in accordance with this Article IX and Section 2.13.


 


ARTICLE X


 


Guarantee


 


SECTION 10.01.    Guarantee
of Notes.


 


(a)            Each
Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the performance and punctual
payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Company under this Indenture
and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations
of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods
of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guaranteed Obligations
of all Guarantors shall be unsecured. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed,
in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this
Article X notwithstanding any extension or renewal of any Guaranteed Obligation.


 


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


 


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


 






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


 


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


 


(f)             Except
as expressly set forth in Sections 8.01(b), 10.02 and 10.05, the obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other
agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance
of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner
or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or
equity.


 


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


 


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


 


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


 


(j)             Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses)
Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.


 


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


 






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SECTION 10.02.    Limitation
on Liability.


 


(a)           Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor
without rendering the Guarantee or this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate
benefit rules applicable to guarantees for obligations of affiliates.


 


(b)           A
Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a supplemental
indenture in accordance with Section 4.14 and provides a guarantee of the Notes shall terminate and be of no further force
or effect and such Guarantee shall be deemed to be automatically released from all obligations under this Article X upon any
of the following:


 


(1)            any
sale, exchange or transfer (by merger, consolidation or otherwise) of the Equity Interests of such Guarantor (including any sale,
exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary;


 


(2)            the
release or discharge of the guarantee by such Guarantor of the Senior Secured Credit Facilities or the guarantee of any other Debt
that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;


 


(3)            the
proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;


 


(4)            if
the Company exercises its legal defeasance option or its covenant defeasance option under Article VIII or if the Company’s
obligations under this Indenture are satisfied discharged in accordance with Article VIII; or


 


(5)            with
the consent of the Holders in accordance with Section 9.02.


 


The Company shall notify the Trustee and
the Holders of any Guarantor that is released from its Guarantee. Upon delivery to the Trustee of an Officer’s Certificate
and an Opinion of Counsel to the effect that all conditions precedent to release set forth in this Indenture have been satisfied,
the Trustee shall execute and deliver an appropriate instrument confirming the release of any such Guarantor upon the Company’s
request.


 


Each Guarantor that makes a payment under
its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from
each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective
net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.


 


SECTION 10.03.    Successors
and Assigns. This Article X shall be binding upon each Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights
by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.


 


SECTION 10.04.    No
Waiver. Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate
as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power
or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute
or otherwise.


 






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SECTION 10.05.    Modification.
No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Guarantor
therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any
Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances.


 


SECTION 10.06.    Execution
of Supplemental Indenture for Future Guarantors.
Each Subsidiary of the Company which is required to become a Guarantor of the Notes pursuant to Section 4.14 shall
promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such
Subsidiary shall become a Guarantor under this Article X and shall guarantee the Notes. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s
Certificate stating that such supplemental indenture is authorized or permitted by this Indenture.


 


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


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.01.    Reserved.


 


SECTION 11.02.    Notices.
Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with
a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the Company or a Guarantor:


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 


if to the Trustee:


 


Wells Fargo Bank, National Association

333 S. Grand Avenue, Fifth Floor, Suite 5A 


MAC E2064-05A


Los Angeles, CA 90071


 


Facsimile: (213) 253-7598

Attention of: Corporate Debt


 


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


 


Any notice or communication mailed to a
Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed. Notwithstanding the foregoing, as long as the Notes are Global
Notes, notices to be given to the Holders shall be given to the Depositary, in accordance with its applicable policies as in effect
from time to time.


 


Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 






    -73-


     


    

 


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


 


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


 


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


 


(2)             an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


SECTION 11.05.    Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:


 


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


 


(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 individual, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)             a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been fully complied with.


 


SECTION 11.06.    Annual
Officer’s Certificate as to Compliance. Not later than ninety days after each fiscal year end, beginning with the fiscal
year ending May 30, 2021, the Company shall deliver to the Trustee a certificate (which need not comply with Section 11.05
of this Indenture) executed by the principal executive officer, principal financial officer or principal accounting officer of
the Company as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this
Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided under this
Indenture.


 


SECTION 11.07.    When
Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Company, the Guarantors or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or the Guarantors shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to
the foregoing, only Notes outstanding at the time shall be considered in any such determination.


 


SECTION 11.08.    Rules by
Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agents or co-registrar may make reasonable rules for their functions.


 


SECTION 11.09.    Legal
Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not
be affected.


 






    -74-


     


    

 


SECTION 11.10.    Governing
Law; Jury Trial Waiver. THIS INDENTURE, THE NOTES AND THE RELATED GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY, THE GUARANTORS, THE HOLDERS
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE RELATED GUARANTEES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION 11.11.    No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall not
have any liability for any obligations of the Company or any Guarantor under the Notes, any Guarantee or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive
and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.


 


SECTION 11.12.    Successors.
All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.


 


SECTION 11.13.    Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery of an executed signature
page by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart hereof.


 


SECTION 11.14.    Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


SECTION 11.15.    Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


SECTION 11.16.    U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information within the Company’s
custody or control or as the Company may reasonably obtain that the Trustee may request in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act.


 


[Remainder of page intentionally
left blank.]


 








    -75-


     


    

 


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


 


	 	LAMB WESTON HOLDINGS,INC.
	 	 	 
	 	By:	/s/ Nadeem Sarwat Ali






	 	 	Name:	Nadeem Sarwat Ali
	 	 	Title:	Vice President and Treasurer






 


 


	 	Lamb Weston, Inc.
	 	 	 	 
	 	By:	/s/ Eryk J. Spytek
	 	 	Name:	Eryk J. Spytek
	 	 	Title:	Senior Vice President,  General Counsel
and

 Corporate Secretary
	 	 	 	 
	 	 	 	 
	 	LAMB WESTON SALES,INC.
	 	 	 	 
	 	By:	/s/ Eryk J. Spytek
	 	 	Name:	Eryk J. Spytek
	 	 	Title:	Senior Vice President, General Counsel and 

Corporate Secretary
	 	 	 	 
	 	 	 	 
	 	LAMB WESTON/MIDWEST,INC.
	 	 	 	 
	 	By:	/s/ Eryk J. Spytek
	 	 	Name:	Eryk J. Spytek
	 	 	Title:	Senior Vice President, General Counsel and

 Corporate Secretary
	 	 	 	 
	 	 	 	 
	 	LAMB WESTON BSW, LLC
	 	 	 	 
	 	By:	/s/ Eryk J. Spytek
	 	 	Name:	Eryk J. Spytek
	 	 	Title:	Senior Vice President, General Counsel and

 Corporate Secretary







 






    [Signature Page to the Indenture]


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 	 
	 	By:	/s/ Patrick Giordano
	 	 	Name:	Patrick Giordano
	 	 	Title:	Vice President





 






    [Signature Page to the Indenture]


     


    

 



EXHIBIT A


 


[FORM OF FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.


 


[Restricted Notes Legend]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE
ISSUER OR ITS SUBSIDIARIES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 






    		 A-1	 



     


    

 


[Restricted Notes Legend for Notes Offered
in Reliance on Regulation S]


 


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


 


[Definitive Notes Legend]


 


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


 






    		 A-2	 



     


    

 


[FORM OF FACE OF INITIAL NOTE]


 


LAMB WESTON HOLDINGS, INC.


 


	No. [  ]	  	   $	 




 


4.875% Senior Notes due 2028


 


[144A
CUSIP No. 513272 AC8]


[144A ISIN No. US513272AC82]


[Reg S CUSIP No. U5256P
AC5]


[Reg S ISIN No. USU5256PAC50]


 


LAMB WESTON HOLDINGS, INC., a Delaware
corporation, promises to pay to [         ], or registered assigns, the principal sum of [        ] Dollars ($) [or such greater or lesser amount
as may be indicated on the attached Schedule of Increases or Decreases in Global Note] on May 15, 2028.


 


Interest Payment Dates: May 15 and
November 15.


 


Record Dates: May 1 and November 1.


 


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


 






    		 A-1-3	 



     


    

 





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


 


		LAMB WESTON HOLDINGS, INC.
	 	 
	 	 
		By:	
		 	Name:
		 	Title:
	 	 	 
	 	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 
	 	 	 
	Dated:	 	 	 
	 	 	 	 
	WELLS FARGO BANK,	 	 
	NATIONAL ASSOCIATION,	 	 
	 	 	 
	as Trustee, certifies that this is one of the Notes
referred to in the Indenture.	 	 
	 	 	 



 


	By:	 	 
	 	Authorized Signatory	 




 






    	 	A-1-4	 



     


    

 


[FORM OF REVERSE SIDE OF NOTE]


4.875% Senior Notes due 2028


 


1.           Interest


 


LAMB WESTON HOLDINGS, INC., a Delaware
corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this 4.875% Senior Note due 2028 (this “Note”
and, together with any other 4.875% Senior Notes due 2028, the “Notes”) at the rate per annum shown above. The Company
will pay interest semiannually on May 15 and November 15 of each year, commencing November 15, 2020. Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 12,
2020. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue installments of interest at the
rate borne by the Notes to the extent lawful.


 


2.           Method
of Payment


 


The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1
next preceding the interest payment date even if Notes are cancelled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments
in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer
of immediately available funds to the accounts specified by DTC. The Company will make all payments in respect of a Definitive
Note (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal
amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account
no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in
its discretion).


 


3.           Paying
Agent and Registrar


 


Initially, Wells Fargo Bank, National Association
(the “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar
or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.


 


4.           Indenture


 


The Company issued the Notes under an Indenture
dated as of May 12, 2020 (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the
Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.


 


[This
Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The
Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments
and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture
also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person
or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property.


 









    	 	A-1-5	 



     


    

 


5.           Optional
Redemption


 


(a)          Prior
to November 15, 2027, the Company may redeem the Notes, in whole at any time or in part from time to time, at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest
thereon, if any, to, but excluding, the date of redemption, subject to the rights of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date.


 


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


 


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


 


(2)          the
excess, if any, of:


 


(A)          the
present value at such redemption date of (i) the principal amount of such Note plus (ii) all scheduled remaining interest
payments due on such Note through November 15, 2027 (excluding accrued but unpaid interest to, but excluding, the redemption
date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over


 


(B)          the
principal amount of such Note.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (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 or the relevant information does not appear thereon, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to November 15, 2027; provided, however, that if the
period from the redemption date to November 15, 2027 is less than one year, the weekly average yield on actively traded United
States Treasury securities adjusted to a constant maturity of one year will be used. On the second Business Day preceding the applicable
redemption date, the Company will (1) calculate the Treasury Rate and (2) file with the Trustee an Officer’s Certificate
setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.


 


(b)         On
and after November 15, 2027, the Company may redeem the Notes, in whole at any time or in part from time to time, at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon, if any, to, but excluding,
the date of redemption, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date.


 


6.           Notice
of Optional Redemption


 


Notice of redemption shall be mailed by
first-class mail (or electronic transmission in the case of Notes held in book-entry form) to each Holder of Notes to be redeemed
at its registered address, at least 30 but not more than 60 days before the redemption date, except that redemption notices may
be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance or a satisfaction
and discharge of the Notes. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000.
If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied,
on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.


 


7.           Sinking
Fund


 


The Notes are not subject to any sinking
fund.


 






    	 	A-1-6	 



     


    

 


8.           Repurchase
of Notes at the Option of Holders upon Change of Control


 


Upon a Change of Control, unless the Company
has exercised its right to redeem the Notes in full, the Company will be required to make an offer to repurchase all or any part
of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided
in, and subject to the terms of, the Indenture.


 


9.           Guarantee


 


The payment by the Company of the principal
and interest is unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent
set forth in the Indenture.


 


10.         Denominations;
Transfer; Exchange


 


The Notes are in registered form without
coupons, in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder shall
transfer or exchange Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or
exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed or 15 days before an interest payment date.


 


11.         Persons
Deemed Owners


 


The registered Holder of this Note shall
be treated as the owner of it for all purposes.


 


12.         Unclaimed
Money


 


If money for the payment of principal or
interest remains unclaimed for two years, or prior to the applicable escheat date, the Trustee or Paying Agent shall pay the money
back to the Company at its written request unless an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Company and not to the Trustee for payment.


 


13.         Discharge
and Defeasance


 


Subject to certain conditions, the Company
at any time may terminate some of or all its obligations under the Notes and the Indenture if the Company irrevocably deposits
with the Trustee money in U.S. dollars or U.S. Government Obligations for the payment of principal and interest (including premium,
if any) on the Notes, in each case to redemption or maturity.


 


14.         Amendment,
Waiver


 


Subject to certain exceptions set forth
in the Indenture, the Company, the Guarantors and the Trustee may, with or without the consent of the Holders, modify, amend or
supplement the Indenture, the Notes or the related Guarantees as provided in the Indenture.


 


15.         Defaults
and Remedies


 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding, subject to certain limitations,
may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and
shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act
of the Trustee or any Holder.


 






    	 	A-1-7	 



     


    

 


Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of
the Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority
in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing
Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the
acceleration.


 


16.         Trustee
Dealings with the Company


 


The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not the Trustee.


 


17.         No
Recourse Against Others


 


A director, officer, employee or stockholder,
as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company or any Guarantor under
the Notes, the Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.
By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for
the issue of the Notes.


 


18.         Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


19.         Abbreviations


 


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


 


20.         Governing
Law


 


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


 


21.         CUSIP
Numbers


 


Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. To the extent such numbers
have been issued, the Company has caused ISIN and Common Code numbers to be similarly printed on the Notes and has similarly instructed
the Trustee. 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.


 






    	 	A-1-8	 



     


    

 


The Company will furnish to any Holder of
Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. Requests
may be made to:


 


Lamb Weston Holdings, Inc.


599 S. Rivershore Lane


Eagle, Idaho 83616


Attention: General Counsel


 






    	 	A-1-9	 



     


    

 


LAMB WESTON HOLDINGS, INC. 4.875% SENIOR
NOTES DUE 2028

ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


The undersigned hereby assigns and transfers this Note to


 


	(Print or type assignee’s name, address and zip code)




 


	(Insert assignee’s soc. sec. or tax I.D. No.)




 


and irrevocably appoint agent to transfer this Note on the books
of the Company. The agent may substitute another to act for him.


 


	Date:	 	 	[Your Signature:	
	 	 	Sign exactly as your name appears
    on the other side of this Note.]2
	 	 	 
	 	[Holder name exactly as it appears on the other side of this Note



 


 


	 	By:	 
	 	 	Name:
	 	 	Title]3



 


 


	Signature Guarantee:	 	 
	 	Signature must be guaranteed by a participant in
a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	 



 


	Date:	 		
	 	 	 	Signature of Signature Guarantee




 





 



 2
For assignments by natural persons.


 


3
For assignments by Holders that are not natural persons.


 






    	 	A-1-10	 



     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $[ ]. The following increases or decreases in this Global Note have been made:


 


	
        Date of

        Exchange
	 	
        Amount
        of decrease in

        Principal Amount of this

        Global Note
	 	
        Amount
        of increase in

        Principal Amount of this

        Global Note
	 	
        Principal
        amount of this

        Global Note following

        such decrease or increase
	 	
        Signature
        of authorized

        signatory of Trustee or

        Notes Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 






    	 	A-1-11	 



     


    

 


LAMB WESTON HOLDINGS, INC. 4.875% SENIOR
NOTES DUE 2028

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.07 (Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box:


 


Asset
Sale  ̈                  Change
of Control  ̈


 


If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.07 (Asset Sale) or 4.12 (Change
of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof):


 





 


	$	 	 



 


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



 


 


	Signature Guarantee:	 	 
	 	Signature must be guaranteed by a participant in
a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	 


 






    	 	A-1-12	 



     


    

 



 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 


Wells Fargo Bank, National Association

Attn: Corporate Trust – DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Facsimile: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re:     4.875%
Senior Notes due 2028


 


Reference is hereby made to the Indenture,
dated as of May 12, 2020 (the “Indenture”), among Lamb Weston Holdings, Inc., as issuer (the “Company”),
the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


___________________ (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.      ̈     CHECK
IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT
TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that
the beneficial interest in the Global Note or Definitive Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest in the Global Note or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States and applicable securities
laws of any other applicable jurisdiction.


 


2.      ̈     CHECK
IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of
Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Restricted Notes Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.


 






    	 	B-1	 



     


    

 


3.      ̈     CHECK
AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States and the securities laws of
any other applicable jurisdiction, and accordingly the Transferor hereby further certifies that (check one):


 


(a)      ̈     such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


(b)      ̈     such
Transfer is being effected to the Company or a subsidiary thereof;


 


(c)      ̈     such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or


 


(d)      ̈     such
Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities
Act other than Rule 144A, Rule 903, or Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United States.


 


4.      ̈     Check
if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)      ̈     Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and the securities laws of any other applicable jurisdiction and (ii) the
restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Restricted Notes
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(b)      ̈     Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction
and (ii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated
in the Restricted Notes Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)      ̈     Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the
Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will not be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


 






    	 	B-2	 



     


    

 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


 


	
	 	
	 	 	                                    [Insert Name of Transferor] 
	 	 	 
	 	 	 
		 	By:	 
	 	 	 	Name:
		 	 	Title:
	 	 	 
	 	 	 
	Dated: ______________________	 	 




 






    	 	B-3	 



     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.            The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)      ̈        a
beneficial interest in the:


 


(i)       ̈     144A
Global Note (CUSIP _________), or


 


(ii)      ̈     Regulation
S Global Note (CUSIP _________); or


 


(b)      ̈         a
Restricted Definitive Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE OF (a) OR (b) OR (c)]


 


(a)      ̈        a
beneficial interest in the:


 


(i)       ̈     144A
Global Note (CUSIP _________), or


 


(ii)      ̈     Regulation
S Global Note (CUSIP _________), or


 


(iii)     ̈     Unrestricted
Global Note (CUSIP _________); or


 


(b)      ̈         a
Restricted Definitive Note; or


 


(c)      ̈        an
Unrestricted Definitive Note,


 


in accordance with the terms of the Indenture.


 






    	 	B-4	 



     


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Facsimile: (208) 388-4299

Attention: General Counsel


 


Wells Fargo Bank, National Association

Attn: Corporate Trust – DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Facsimile: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re:     4.875%
Senior Notes due 2028


 


Reference is hereby made to the Indenture,
dated as of May 12, 2020 (the “Indenture”), among Lamb Weston Holdings, Inc., as issuer (the “Company”),
the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


__________________________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.            Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


(a)      ̈     Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture
and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


 


(b)      ̈     Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted
Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)      ̈     Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted
Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 






    	 	C-1	 



     


    

 


(d)      ̈     Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange
of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


 


2.            Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 


(a)      ̈     Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on such Restricted
Definitive Note and in the Indenture and the Securities Act.


 


(b)      ̈     Check
if Exchange is from Restricted Definitive Notes to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation
S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


	
	 	
	 	 	                                    [Insert Name of Transferor] 
	 	 	 
	 	 	 
		 	By:	 
	 	 	 	Name:
		 	 	Title:
	 	 	 
	 	 	 
	Dated: ______________________	 	 




 






    	 	C-2	 



     


    

 


EXHIBIT D


 


[FORM OF]

SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of [           ], among [NEW GUARANTOR] (the
 “New Guarantor”), a subsidiary of lamb weston holdings, inc.,
a Delaware corporation (the “Company”), the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS the Company, certain Guarantors and
the Trustee have heretofore executed an indenture, dated as of May 12, 2020 (as amended, supplemented or otherwise modified,
the “Indenture”), providing for the issuance of the Company’s 4.875% Senior Notes due 2028 (the “Notes”),
initially in the aggregate principal amount of $500,000,000;


 


WHEREAS Sections 4.14 and 10.07 of the
Indenture provide that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and


 


WHEREAS pursuant to Section 9.01 of the
Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and
the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.            Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the
term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders.
The words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.            Agreement
to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform
all of the obligations and agreements of a Guarantor under the Indenture.


 


3.            Notices.
All notices or other communications to the New Guarantor shall be given as provided in Section 11.01 of the Indenture.


 


4.            Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


5.            Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 






    D-1


     


    

 





6.            Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the Company, the New Guarantor and the Guarantors, and
the Trustee makes no representation with respect to any such matters.


 


7.            Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


8.            Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Remainder of page intentionally
left blank.]


 






    D-2


     


    




 


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


  





	 	lamb weston holdings, INC.
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



  





	 	[NEW GUARANTOR], as a Guarantor
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


  









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 






    D-3