EX-4.1





 Exhibit 4.1 

Execution Version 
  

 
 SENIOR NOTES INDENTURE 

Dated as of December 6, 2019 

FAIR ISAAC CORPORATION 
 AND 

U.S. BANK NATIONAL ASSOCIATION, 

as Trustee 
 4.000% SENIOR NOTES
DUE 2028 
  
  












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		  	ARTICLE 1	  			
			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	 SECTION 1.01
	  	Definitions	  	 	1	 
	 SECTION 1.02
	  	Other Definitions	  	 	8	 
	 SECTION 1.03
	  	Rules of Construction	  	 	8	 
	 SECTION 1.04
	  	Acts of Holders	  	 	9	 
			
		  	ARTICLE 2	  			
			
		  	THE NOTES	  			
			
	 SECTION 2.01
	  	Form and Dating; Terms	  	 	11	 
	 SECTION 2.02
	  	Execution and Authentication	  	 	11	 
	 SECTION 2.03
	  	Registrar and Paying Agent	  	 	12	 
	 SECTION 2.04
	  	Paying Agent to Hold Money in Trust	  	 	12	 
	 SECTION 2.05
	  	Holder Lists	  	 	13	 
	 SECTION 2.06
	  	Transfer and Exchange	  	 	13	 
	 SECTION 2.07
	  	Replacement Notes	  	 	14	 
	 SECTION 2.08
	  	Outstanding Notes	  	 	14	 
	 SECTION 2.09
	  	Treasury Notes	  	 	14	 
	 SECTION 2.10
	  	Temporary Notes	  	 	14	 
	 SECTION 2.11
	  	Cancellation	  	 	15	 
	 SECTION 2.12
	  	Defaulted Interest	  	 	15	 
	 SECTION 2.13
	  	CUSIP and ISIN Numbers	  	 	15	 
			
		  	ARTICLE 3	  			
			
		  	REDEMPTION	  			
			
	 SECTION 3.01
	  	Notices to Trustee	  	 	16	 
	 SECTION 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	 	16	 
	 SECTION 3.03
	  	Notice of Redemption	  	 	16	 
	 SECTION 3.04
	  	Effect of Notice of Redemption	  	 	17	 
	 SECTION 3.05
	  	Deposit of Redemption or Purchase Price	  	 	18	 
	 SECTION 3.06
	  	Notes Redeemed or Purchased in Part	  	 	18	 
	 SECTION 3.07
	  	Optional Redemption	  	 	18	 
	 SECTION 3.08
	  	Mandatory Redemption	  	 	19	 
	 SECTION 3.09
	  	Notice in Connection with a Transaction or Event	  	 	19	 
			
		  	ARTICLE 4	  			
			
		  	COVENANTS	  			
			
	 SECTION 4.01
	  	Payment of Notes	  	 	19	 
	 SECTION 4.02
	  	Maintenance of Office or Agency	  	 	19	 
	 SECTION 4.03
	  	Taxes	  	 	20	 
	 SECTION 4.04
	  	Stay, Extension and Usury Laws	  	 	20	 
	 SECTION 4.05
	  	Corporate Existence	  	 	20	 
	 SECTION 4.06
	  	SEC Reports	  	 	20	 
	 SECTION 4.07
	  	Compliance Certificate; Notice of Default	  	 	21	 
	 SECTION 4.08
	  	Limitation on Liens	  	 	21	 


  
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	 	  	 	  	Page	 
			
	 SECTION 4.09
	  	Future Guarantors	  	 	23	 
	 SECTION 4.10
	  	Offer to Repurchase Upon Change of Control	  	 	23	 
	 SECTION 4.11
	  	Sale/Leaseback Transactions	  	 	24	 
	 SECTION 4.12
	  	Limitation on Subsidiary Debt	  	 	25	 
			
		  	ARTICLE 5	  			
			
		  	SUCCESSORS	  			
			
	 SECTION 5.01
	  	Amalgamation, Merger, Consolidation or Sale of All or Substantially All Assets	  	 	26	 
	 SECTION 5.02
	  	Successor Entity Substituted	  	 	27	 
			
		  	ARTICLE 6	  			
			
		  	DEFAULTS AND REMEDIES	  			
			
	 SECTION 6.01
	  	Events of Default	  	 	27	 
	 SECTION 6.02
	  	Acceleration	  	 	29	 
	 SECTION 6.03
	  	Other Remedies	  	 	29	 
	 SECTION 6.04
	  	Waiver of Past Defaults	  	 	29	 
	 SECTION 6.05
	  	Control by Majority	  	 	29	 
	 SECTION 6.06
	  	Limitation on Suits	  	 	30	 
	 SECTION 6.07
	  	Rights of Holders to Institute Certain Suits	  	 	30	 
	 SECTION 6.08
	  	Collection Suit by Trustee	  	 	30	 
	 SECTION 6.09
	  	Restoration of Rights and Remedies	  	 	30	 
	 SECTION 6.10
	  	Rights and Remedies Cumulative	  	 	31	 
	 SECTION 6.11
	  	Delay or Omission Not Waiver	  	 	31	 
	 SECTION 6.12
	  	Trustee May File Proofs of Claim	  	 	31	 
	 SECTION 6.13
	  	Priorities	  	 	31	 
	 SECTION 6.14
	  	Undertaking for Costs	  	 	32	 
			
		  	ARTICLE 7	  			
			
		  	TRUSTEE	  			
			
	 SECTION 7.01
	  	Duties of Trustee	  	 	32	 
	 SECTION 7.02
	  	Rights of Trustee	  	 	33	 
	 SECTION 7.03
	  	Individual Rights of Trustee	  	 	34	 
	 SECTION 7.04
	  	Trustee’s Disclaimer	  	 	34	 
	 SECTION 7.05
	  	Notice of Defaults	  	 	34	 
	 SECTION 7.06
	  	Reports by Trustee to Holders of the Notes	  	 	34	 
	 SECTION 7.07
	  	Compensation and Indemnity	  	 	35	 
	 SECTION 7.08
	  	Replacement of Trustee	  	 	35	 
	 SECTION 7.09
	  	Successor Trustee by Merger, etc.	  	 	36	 
	 SECTION 7.10
	  	Eligibility; Disqualification	  	 	36	 
			
		  	ARTICLE 8	  			
			
		  	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  			
			
	 SECTION 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	36	 
	 SECTION 8.02
	  	Legal Defeasance and Discharge	  	 	37	 
	 SECTION 8.03
	  	Covenant Defeasance	  	 	37	 
	 SECTION 8.04
	  	Conditions to Legal or Covenant Defeasance	  	 	38	 


  
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	 	  	 	  	Page	 
			
	 SECTION 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	38	 
	 SECTION 8.06
	  	Repayment to the Company	  	 	39	 
	 SECTION 8.07
	  	Reinstatement	  	 	39	 
			
		  	ARTICLE 9	  			
			
		  	AMENDMENT, SUPPLEMENT AND WAIVER	  			
	 SECTION 9.01
	  	Without Consent of Holders	  	 	39	 
	 SECTION 9.02
	  	With Consent of Holders	  	 	40	 
	 SECTION 9.03
	  	[Reserved]	  	 	41	 
	 SECTION 9.04
	  	Revocation and Effect of Consents	  	 	41	 
	 SECTION 9.05
	  	Notation on or Exchange of Notes	  	 	41	 
	 SECTION 9.06
	  	Trustee to Sign Amendments, etc.	  	 	41	 
			
		  	ARTICLE 10	  			
			
		  	GUARANTEES	  			
	 SECTION 10.01
	  	Guarantee	  	 	42	 
	 SECTION 10.02
	  	Limitation on Guarantor Liability	  	 	43	 
	 SECTION 10.03
	  	Execution and Delivery	  	 	43	 
	 SECTION 10.04
	  	Waiver of Subrogation	  	 	44	 
	 SECTION 10.05
	  	Benefits Acknowledged	  	 	44	 
	 SECTION 10.06
	  	Release of Guarantees	  	 	44	 
			
		  	ARTICLE 11	  			
			
		  	SATISFACTION AND DISCHARGE	  			
	 SECTION 11.01
	  	Satisfaction and Discharge	  	 	45	 
	 SECTION 11.02
	  	Application of Trust Money	  	 	45	 
			
		  	ARTICLE 12	  			
			
		  	MISCELLANEOUS	  			
	 SECTION 12.01
	  	No Qualification Under the Trust Indenture Act	  	 	46	 
	 SECTION 12.02
	  	Notices	  	 	46	 
	 SECTION 12.03
	  	Communication by Holders with Other Holders	  	 	47	 
	 SECTION 12.04
	  	Certificate and Opinion as to Conditions Precedent	  	 	48	 
	 SECTION 12.05
	  	Statements Required in Certificate or Opinion	  	 	48	 
	 SECTION 12.06
	  	Rules by Trustee and Agents	  	 	48	 
	 SECTION 12.07
	  	No Personal Liability of Directors, Officers, Employees, Members, Partners and Stockholders	  	 	48	 
	 SECTION 12.08
	  	Governing Law	  	 	49	 
	 SECTION 12.09
	  	Waiver of Jury Trial	  	 	49	 
	 SECTION 12.10
	  	Force Majeure	  	 	49	 
	 SECTION 12.11
	  	No Adverse Interpretation of Other Agreements	  	 	49	 
	 SECTION 12.12
	  	Successors and Assigns	  	 	49	 
	 SECTION 12.13
	  	Severability	  	 	49	 
	 SECTION 12.14
	  	Counterpart Originals	  	 	49	 
	 SECTION 12.15
	  	Table of Contents, Headings, etc.	  	 	49	 
	 SECTION 12.16
	  	Facsimile and PDF Delivery of Signature Pages	  	 	49	 


  
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	 	  	 	  	Page	 
			
	 SECTION 12.17
	  	U.S.A. PATRIOT Act	  	 	50	 
	 SECTION 12.18
	  	Payments Due on Non-Business Days	  	 	50	 
	 SECTION 12.19
	  	[Reserved]	  	 	50	 
	 SECTION 12.20
	  	Consent to Jurisdiction	  	 	50	 
			
	 Appendix A
	  	    Provisions Relating to Initial Notes and Additional Notes	  			
			
	 Exhibit A
	  	Form of Note	  			
	 Exhibit B
	  	Form of Institutional Accredited Investor Transferee Letter of Representation	  			
	 Exhibit C
	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors	  			


  
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 INDENTURE, dated as of December 6, 2019, between Fair Isaac Corporation, a Delaware
corporation (the “Company”) and U.S. Bank National Association, as Trustee. 

W I T N E S S E T H: 

WHEREAS, the Company has duly authorized the creation of and issue of $350,000,000 aggregate principal amount of 4.00% Senior Notes due 2028
(the “Initial Notes”) and the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Company and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01 Definitions. 

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in
accordance with Section 2.01. 
 “Adjusted EBITDA” means for any Measurement Period, (a) the net income of the
Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, consistently applied for such period, plus (b) to the extent deducted in determining such net income for such period, the sum of the
following for such period: (i) Interest Expense for such period, (ii) income tax expense for such period (iii) depreciation and amortization for such period, (iv) the aggregate amount of extraordinary, non-operating or non-cash charges for such period, and (v) an amount equal to the non-cash, share-based compensation deducted in
accordance with SFAS 123(R), minus (c) the aggregate amount of extraordinary, non-operating or non-cash income during such period. Pro forma credit shall be given
for the Adjusted EBITDA of any companies (or identifiable business units or divisions) (i) acquired by the Company or its Subsidiaries in accordance with the terms of the Indenture as if owned on the first day of the applicable period, and
(ii) sold, transferred or otherwise disposed of in accordance with the terms of the Indenture during any period will be treated as if not owned during the entire applicable period. 

“Adjusted Treasury Rate” means, with respect to any redemption date and as provided by the Company, the yield to maturity at
the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 which has become publicly available at least two Business Days prior to the
redemption date or, if such statistical release is no longer published, any publicly available source or similar market data) most nearly equal to the period from the redemption date to December 15, 2022; provided, however, that
if the period from the redemption date to December 15, 2022 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Adjusted Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the
redemption date to December 15, 2022 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used in each case, plus 50 basis points. 

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

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












 “Applicable Premium” means with respect to a Note at any redemption date,
as provided by the Company, the greater of (i) 1.0% of the principal amount of such Note or (ii) the excess of (A) the present value of (1) the redemption price of such Note at December 15, 2022 (such redemption price being set
forth in the table in Section 3.07(b)) plus (2) all required interest payments due on such Note through December 15, 2022 (but excluding accrued and unpaid interest, if any, to but excluding the redemption date), computed using a
discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date. 

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value
(discounted at the interest rate set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the interest rate per annum borne by the Notes, compounded semi-annually) of the
total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended) (other than amounts required to be paid on account
of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation,
the amount of indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of
debtors. 
 “beneficial ownership” has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, and “beneficial owner” has a corresponding meaning. 

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of
such Board. 
 “Business Day” means each day other than a Saturday, Sunday or a day on which the Trustee or commercial
banking institutions are authorized or required by law to close in New York City. 
 “Capital Lease Obligation” means at
the time any determination thereof is to be made, the amount of the liability in respect of a finance lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP; provided that obligations of the Company or its Subsidiaries, or of a special purpose or other entity not consolidated with the Company and its Subsidiaries, either existing on the Issue Date or created thereafter that
(a) initially were not included on the consolidated balance sheet of the Company as finance lease obligations and were subsequently recharacterized as finance lease obligations or, in the case of such a special purpose or other entity becoming
consolidated with the Company and its Subsidiaries, were required to be characterized as finance lease obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue
Date and were required to be characterized as finance lease obligations but would not have been required to be treated as finance lease obligations under GAAP as in effect on September 30, 2018 had they existed at that time, shall for all
purposes not be treated as Capital Lease Obligations or indebtedness. For the avoidance of doubt, with respect to the accounting for leases as either operating leases or finance leases and the impact of such accounting in accordance with FASB ASC
842 on the definitions and covenants herein, GAAP as in effect on September 30, 2018 shall be applied and 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 September 30, 2018 will be deemed not to represent a Capital Lease
Obligation or indebtedness. 
 “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible or exchangeable into such equity. 

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

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or
any successor provision), is or becomes the beneficial owner (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provision), directly
or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; 
 (2) the adoption of a plan
relating to the liquidation or dissolution of the Company; or 
 (3) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person, other than a transaction following which in the case of
a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or
consolidation transaction) own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction. 

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) the Company becomes a direct Subsidiary of a
holding company, (b) such holding company owns no assets other than the Capital Stock of the Company and (c) upon completion of such transaction, the ultimate beneficial ownership of the Company has not been modified by such transaction.

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

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

“Common Stock” shall mean the common stock of the Company. 

“Company” means the party named as such in the first paragraph of this Indenture or any successor obligor to its obligations
under this Indenture and the Notes pursuant to Article 5. 
 “Corporate Trust Office of the Trustee” shall be at the
address of the Trustee specified in Section 12.02 or such other address as to which the Trustee may give notice to the holders and the Company. 

“Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of December 31, 2014, by and among
the Company, Wells Fargo Bank, National Association, U.S. Bank National Association, HSBC Bank USA, N.A. and Bank of America, N.A., as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of April 16, 2015,
by and between the Company and Wells Fargo Bank, National Association, and as further amended by that certain Commitment Increase Agreement and Second Amendment to Amended and Restated Credit Agreement, dated as of June 26, 2017, and as further
amended by that certain Third Amendment to Amended and Restated Credit Agreement, dated as of May 8, 2018, by and among the Company, Wells Fargo Bank, National Association, Bank of America, N.A., HSBC Bank USA, N.A. and U.S. Bank National
Association, together with the documents related thereto (including the loans and commitments thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt, including an indenture, incurred to Refinance, in whole or in part, the borrowings and
commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement. 

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

  
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 “Debt Facilities” means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, securities purchase agreements, indentures or similar agreements, in each case, with banks or other institutional lenders or investors providing for revolving loans, term loans,
receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit or the issuance of debt securities, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), refinanced, supplemented, modified or otherwise
changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time. 

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

“Definitive Note” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer
of such Note is restricted by applicable law) that does not include the Global Notes Legend. 
 “Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become
such pursuant to the applicable provision of this Indenture. 
 “Disqualified Stock” means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 

(1) matures (excluding any maturities as a result of an optional redemption by the issuer thereof) or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise; 
 (2) is convertible or exchangeable at the option of the holder for
indebtedness or Disqualified Stock; or 
 (3) is mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part; 
 in each case on or prior to 91 days after the earlier of the Stated Maturity of the Notes or the date the Notes
are no longer outstanding; provided, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy obligations as a result of such employee’s death or disability; provided, further,
however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of a “change of
control” occurring on or prior to 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if: 

(1) the “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the terms applicable to the Notes and described in Section 4.10; and 
 (2) any such requirement only
becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto. 

“Domestic Subsidiary” means any Subsidiary of the Company that is organized under the laws of any state of the United States
or the District of Columbia. 
 “DTC” means The Depository Trust Company. 

  
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 “Equity Offering” means any public or private sale of Capital Stock (other
than Disqualified Stock) of the Company, other than (i) public offerings with respect to the Company’s common stock registered on Form S-8 under the Securities Act and (ii) issuances to any
Subsidiary of the Company. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

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

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

“Guarantee” means a guarantee by a Subsidiary of the Company’s obligations with respect to the Notes. 

“Guarantor” means each Subsidiary of the Company that, after the Issue Date, executes a supplemental indenture providing its
Guarantee pursuant to Section 4.09. 
 “Hedging Obligations” means, with respect to any Person, the obligations of
such Person under (1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and (2) other agreements
or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity prices. 

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

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

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

“Interest Expense” means for any period, total interest expense for such period determined on a consolidated basis in
accordance with GAAP. 
 “Interest Payment Date” means June 15 and December 15 of each year (commencing
June 15, 2020). 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) and BBB- (or the equivalent) by Moody’s Investors Service, Inc. (or any successor to the rating agency business thereof) and Standard & Poor’s Ratings Group (or any successor to the rating agency
business thereof), respectively. 
 “Issue Date” means December 6, 2019. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale
or other title retention agreement or lease in the nature thereof). For the avoidance of doubt, the grant by any Person of a non-exclusive license to use intellectual property owned by, licensed to, or
developed by such Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual property. 

  
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 “Measurement Period” means, at any date of determination, the most recently
completed four fiscal quarters of the Company and its Subsidiaries for which financial statements have been filed with the SEC. 

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually incurred in connection with such issuance or sale and net
of taxes paid or payable as a result thereof. 
 “Notes” means the Initial Notes and more particularly means any Note
authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture and Notes to be issued or authenticated upon
transfer, replacement or exchange of Notes. 
 “Offering Memorandum” means the offering memorandum dated December 3,
2019 related to the offer and sale of the Initial Notes. 
 “Officer” means the chairman of the Board of Directors, the
chief executive officer, the president, the chief financial officer, any executive vice president, senior vice president or vice president, the treasurer or any assistant treasurer or the secretary or any assistant secretary of the Company. 

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company. 

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company,
such opinion shall be reasonably satisfactory to the Trustee. 
 “Person” means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

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

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue
or is to become due at the relevant time. 
 “Property” means any property or asset, whether real, personal or mixed,
including current assets, but excluding deposit or other control accounts, owned on the Issue Date or thereafter acquired by the Company or any Subsidiary of the Company. 

“Rating Agencies” means Standard and Poor’s Ratings Group and Moody’s Investors Service, Inc. or any successor to
the respective rating agency business thereof. 
 “Rating Event” means (1) the rating of the Notes are lowered by at
least one of the Rating Agencies and (2) the Notes are rated below an Investment Grade Rating by at least one of the Rating Agencies, on any day during the period (which period will be extended so long as the rating of the Notes is under
publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public announcement of the occurrence of a Change of Control or the intentions of the Company to effect a Change of
Control and ending 60 days following the consummation of such Change of Control. 
 “Record Date” for the interest payable
on any applicable Interest Payment Date means the June 1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date. 

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

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

“Sale/Leaseback Transaction” means an arrangement relating to a Property owned by the Company or a Subsidiary of the Company
on the Issue Date or thereafter acquired by the Company or a Subsidiary of the Company whereby the Company or a Subsidiary of the Company transfers such Property to a Person and the Company or the Subsidiary of the Company leases it from such
Person. 
 “SEC” means the Securities and Exchange Commission. 

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

“Significant Domestic Subsidiary” means any Domestic Subsidiary of the Company, as of the last day of the fiscal quarter
of the Company most recently ended for which financial statements are available, that is a Significant Subsidiary. 
 “Significant
Subsidiary” means any Subsidiary of the Company that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation
S-X promulgated by the SEC. 
 “Stated Maturity” means, with respect to any
security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). 

“Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other
business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by: 

(1) such Person; 

(2) such Person and one or more Subsidiaries of such Person; or 

(3) one or more Subsidiaries of such Person. 

“Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes
Legend. 
 “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as in effect on the Issue
Date and, as amended. 
 “Trustee” means U.S. Bank National Association, as trustee, until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Voting
Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such 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 (or the controlling managing member or general partner, as applicable). 

  
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 SECTION 1.02 Other Definitions. 

 

			
	 Term
	  	 Defined in Section

	 “Agent Members”
	  	2.1(c) of Appendix A
	 “Applicable Procedures”
	  	1.1(a) of Appendix A
	 “Authentication Order”
	  	2.02(c)
	 “Change of Control Offer”
	  	4.10(c)
	 “Clearstream”
	  	1.1(a) of Appendix A
	 “Covenant Defeasance”
	  	8.03
	 “cross acceleration provision”
	  	6.01(a)
	 “Debt”
	  	4.08(a)
	 “Definitive Notes Legend”
	  	2.2(e) of Appendix A
	 “Distribution Compliance Period”
	  	1.1(a) of Appendix A
	 “Euroclear”
	  	1.1(a) of Appendix A
	 “Event of Default”
	  	6.01(a)
	 “Expiration Date”
	  	1.04(j)
	 “Global Note”
	  	2.1(b) of Appendix A
	 “Global Notes Legend”
	  	2.2(e) of Appendix A
	 “Guaranteed Obligations”
	  	10.01(a)
	 “IAI”
	  	1.1(a) of Appendix A
	 “IAI Global Note”
	  	2.1(b) of Appendix A
	 “judgment default provisions”
	  	6.01(a)
	 “Legal Defeasance”
	  	8.02(a)
	 “Note Register”
	  	2.03(a)
	 “Paying Agent”
	  	2.03(a)
	 “QIB”
	  	1.1(a) of Appendix A
	 “Registrar”
	  	2.03(a)
	 “Regulation S”
	  	1.1(a) of Appendix A
	 “Regulation S Global Note”
	  	2.1(b) of Appendix A
	 “Regulation S Legend”
	  	2.2(e) of Appendix A
	 “Regulation S Notes”
	  	2.1(a) of Appendix A
	 “Related Proceedings”
	  	12.20
	 “Restricted Notes Legend”
	  	2.2(e) of Appendix A
	 “Rule 144”
	  	1.1(a) of Appendix A
	 “Rule 144A”
	  	1.1(a) of Appendix A
	 “Rule 144A Global Note”
	  	2.1(b) of Appendix A
	 “Rule 144A Notes”
	  	2.1(a) of Appendix A
	 “Specified Courts”
	  	12.20
	 “Subsidiary Debt”
	  	4.12
	 “Unrestricted Global Note”
	  	1.1(a) of Appendix A

 SECTION 1.03 Rules of Construction. 

Unless the context otherwise requires: 

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

(2) “or” is not exclusive; 

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

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

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

(6) “including” means including without limitation; 

(7) references to sections of, or rules under, the Securities Act, the Exchange Act or the Trust Indenture Act shall be deemed
to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; 
 (8) unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited
by the terms of this Indenture; and 
 (9) in the event that a transaction meets the criteria of more than one category of
permitted transactions or listed exceptions, the Company may classify such transaction as it, in its sole discretion, determines. 
 SECTION
1.04 Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantors. Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Company and the Guarantors, if made
in the manner provided in this Section 1.04. 
 (b) The fact and date of the execution by any Person of any such instrument or writing
may be proved (1) by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof or (2) in any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also
constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee
deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register or by a certificate of the Registrar. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future
holder of the same debt as evidenced by such Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the
Company or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Company may, but is
not obligated to, set a record date for purposes of determining the identity of holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or
to vote on or consent to any action authorized or permitted to be taken by holders; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Company prior to the first solicitation of a holder made by any Person in respect of any such action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of 15 days prior to the first solicitation of such consent or vote or the date of the most recent list of holders furnished to the Trustee prior to such solicitation or vote. If
any record date is set pursuant to this clause (e), the holders on such record date, and only such holders, shall be entitled to make, give or 

  
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take such request, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such holders remain holders after such record
date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by holders of the requisite principal amount of Notes, or each affected holder, as applicable, on such
record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by holders and the applicable Expiration Date to be given to the Trustee in
writing and to each holder in the manner set forth in Section 12.02. 
 (f) During the continuance of an Event of Default, the Trustee
may set any day as a record date. If any record date is set pursuant to this paragraph, the holders on such record date, and no other holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such holders
remain holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by holders of the requisite principal amount of Notes or each affected
holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by holders and the applicable
Expiration Date to be given to the Company and to each holder in the manner set forth in Section 12.02. 
 (g) Without limiting the
foregoing, a holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate holders of each such different part. 
 (h) Without limiting the generality of the foregoing, a holder, including
a Depositary that is the holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by holders, and a Depositary that is the holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary
practices. 
 (i) Subject to clause (f) above, the Company may, but is not obligated to, fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by holders; provided that if such a record date is fixed, only the beneficial owners of interests in such Global
Note on such record date or their duly appointed proxy or proxies shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain
beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the
applicable Expiration Date. 
 (j) With respect to any record date set pursuant to this Section 1.04, the party hereto that sets such
record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and to each holder of Notes in the manner set forth in Section 12.02, on or prior to both the existing and the new Expiration Date; provided further, that no
Expiration Date shall be later than the 90th day after the relevant record date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.04, the party hereto which set such record date shall be
deemed to have designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this clause (j). 

  
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 ARTICLE 2 

THE NOTES 
 SECTION 2.01 Form
and Dating; Terms. 
 (a) Provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are
set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if
any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. 
 (b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is
unlimited. The Initial Notes will be issued in an aggregate principal amount of up to $350.0 million. 
 The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

The Notes shall be subject to repurchase by the Company pursuant to a Change of Control Offer as provided in Section 4.10, and otherwise
as not prohibited by this Indenture. The Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes may be
created and issued from time to time by the Company without notice to or consent of the holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other
than issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue) as the Initial Notes; provided that if any such Additional Notes are not fungible with the Initial Notes for
U.S. federal income tax purposes, such Additional Notes will have one or more separate CUSIP numbers. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 

SECTION 2.02 Execution and Authentication. 

(a) At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is
on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 
 (b) A Note shall not be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature
shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 
 (c) On the Issue Date, the
Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes; provided that the Trustee shall be entitled to receive an
Officer’s Certificate and an Opinion of Counsel of the Company addressing such matters as the Trustee may reasonably request in connection with such authentication of such Notes. In addition, at any time and from time to time, the Trustee
shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. 

  
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 (d) The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights
as an Agent to deal with holders, the Company or an Affiliate of the Company. 
 (e) The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (b) Additional Notes and (c) any other
Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated,
whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes and other information the Company may determine to include or the Trustee may reasonably request. 

SECTION 2.03 Registrar and Paying Agent. 

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

(b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to
act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. The Company has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby
authorized to act in accordance with such letter and Applicable Procedures. 
 (c) The Company shall be responsible for making calculations
called for under the Notes and this Indenture, including but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the
calculations in good faith and, absent manifest error, its calculations will be final and binding on the holders. The Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. 

SECTION 2.04 Paying Agent to Hold Money in Trust. 

The Company shall, no later than 12:00 p.m. (noon), Central time, on each due date for the payment of principal, premium (if any) and interest
on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the holders entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of holders or the Trustee all money held by such Paying Agent for the
payment of principal, premium (if any) and interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying Agent shall have no further liability for the money. If the Company or a Subsidiary acts
as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying
Agent for the Notes. 

  
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 SECTION 2.05 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of all holders and shall otherwise comply with Trust Indenture Act Section 312(b). If the Trustee is not the Registrar, the Registrar shall, upon request by the Company, furnish to the Trustee at least two Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the holders. The Company shall otherwise comply with Trust
Indenture Act Section 312(a). 
 SECTION 2.06 Transfer and Exchange. 

(a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and
in compliance with Appendix A. 
 (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee
shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 

(c) No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07),
but the holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06 and 9.05). 
 (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or
Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during
a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange
any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or
(3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. 
 (f)
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal, premium (if any) and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

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

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

  
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 SECTION 2.07 Replacement Notes. 

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

SECTION 2.08 Outstanding Notes. 

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it
for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of
Section 3.07(b). 
 (b) If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives
proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. 

(c) On or after the maturity date or any redemption date or date for purchase of the Notes pursuant to a Change of Control Offer, those Notes
payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due will cease to be outstanding for all purposes under
this Indenture. 
 (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date,
any redemption date or any date of purchase pursuant to a Change of Control Offer, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding
and shall cease to accrue interest. 
 SECTION 2.09 Treasury Notes. 

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

SECTION 2.10 Temporary Notes. 

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

  
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shall authenticate definitive Notes in exchange for temporary Notes. Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver
in exchange therefor a like principal amount of definitive Notes of authorized denominations. Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to holders, or beneficial holders,
respectively, of Notes under this Indenture. 
 SECTION 2.11 Cancellation. 

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

SECTION 2.12 Defaulted Interest. 

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

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

SECTION 2.13 CUSIP and ISIN Numbers. 

The Company in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee may use CUSIP or ISIN
numbers in notices as a convenience to holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be
placed only on the other identification numbers printed on the Notes, and any such notice 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 the CUSIP or ISIN
numbers. 

  
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 ARTICLE 3 

REDEMPTION 
 SECTION 3.01
Notices to Trustee. 
 If the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least
three Business Days before notice of redemption is required to be mailed or sent to holders pursuant to Section 3.03 but not more than 60 days before a redemption date (unless a shorter notice shall be agreed to by the Trustee), an
Officer’s Certificate setting forth (1) the redemption date, (2) the principal amount of the Notes to be redeemed and (3) the redemption price, if then ascertainable. If the redemption price is not known at the time such notice
is to be given, the actual redemption price calculated as described in the terms of the Notes will be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. 

SECTION 3.02 Selection of Notes to Be Redeemed or Purchased. 

(a) If the Company is redeeming less than all the Notes at any time, the Trustee shall select the Notes on a pro rata basis by lot or by such
other method as the Trustee deems to be fair and appropriate; provided, however, that Global Notes will be selected in accordance with the applicable procedures of DTC. In the event of partial redemption or purchase by lot, the
particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 15 nor more than 45 days prior to the redemption date by the Trustee from the then outstanding Notes not previously called for redemption
or purchase. 
 (b) The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the
case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Except as
provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

(c) After the redemption date or purchase date, upon surrender of a Note to be redeemed or purchased in part only, a new Note or Notes in
principal amount equal to the unredeemed or unpurchased portion of the original Note, representing the same Debt to the extent not redeemed or not purchased, shall be issued in the name of the holder of the Notes upon cancellation of the original
Note (or appropriate book entries shall be made to reflect such partial redemption). 
 SECTION 3.03 Notice of Redemption. 

(a) The Company shall mail or deliver by electronic transmission in accordance with the applicable procedures of the Depositary, or cause to
be mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) notices of redemption of Notes not less than 15 days but not more than 45 days before the redemption date to each holder whose Notes
are to be redeemed pursuant to this Article 3 at such holder’s registered address or otherwise in accordance with the applicable procedures of the Depositary, except that redemption notices may be mailed or sent more than 45 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article 11. 
 (b) The notice shall identify the Notes to
be redeemed (including CUSIP and ISIN number, if applicable) and shall state: 
 (1) the redemption date; 

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

  
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 (3) if any Note is to be redeemed in part only, the portion of the principal
amount of that Note that is to be redeemed; 
 (4) the name and address of the Paying Agent; 

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

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph or subparagraph of the Notes or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the
correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and 
 (9) if
applicable, any condition to such redemption. 
 (c) At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense; provided that the Company shall have delivered to the Trustee, at least three Business Days before notice of redemption is required to be sent or caused to be sent to holders pursuant to
this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the notice to be given as an exhibit thereto. 

SECTION 3.04 Effect of Notice of Redemption. 

(a) Subject to clause (b) below, notice of redemption is mailed or sent in accordance with Section 3.03, Notes called for redemption
shall become irrevocably due and payable on the redemption date at the redemption price. The notice, if mailed or delivered by electronic transmission in a manner herein provided, shall be conclusively presumed to have been given, whether or not the
holder receives such notice. In any case, failure to give such notice or any defect in the notice to the holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any
other Note. Subject to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless subject to a condition precedent that has not been satisfied. If any such condition
precedent has not been satisfied, the Company shall provide written notice to the Trustee prior to the close of business two Business days prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded and the
redemption of the notes shall not occur. Upon receipt, the Trustee shall provide such notice to each holder of the Notes in the same manner in which the notice of redemption was given. 

(b) In addition, if such redemption is subject to one or more conditions precedent, such notice shall describe each such condition and, if
applicable, shall state that in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as
any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), 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 as so delayed. The Company shall provide prompt written notice to the Trustee prior to the close of business two Business Days prior to the redemption date rescinding such redemption and notice of
redemption shall be rescinded and of no force and effect. Upon receipt of such notice from the Company rescinding such redemption, the Trustee, upon written request of the Company, will promptly send a copy of such notice to the holders of the Notes
to be redeemed in the same manner in which the notice of redemption was given. 

  
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 SECTION 3.05 Deposit of Redemption or Purchase Price. 

(a) No later than 12:00 p.m. (noon), Central time, on the redemption or purchase date (or such later time as such date to which the Trustee
may reasonably agree), the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. If a Note
is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the holder of record on such Record Date. The Paying Agent shall promptly mail to each
holder whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 

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

SECTION 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the
Trustee shall promptly authenticate and mail to the holder (or cause to be transferred by book entry) at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing
the same Debt to the extent not redeemed or purchased; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 

SECTION 3.07 Optional Redemption. 

(a) At any time prior to December 15, 2022, the Company will be entitled, at its option, to redeem all or a portion of the Notes at a
redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding the redemption date. Notice of such redemption must be mailed by first-class mail (or
delivered by electronic transmission in accordance with the applicable procedures of DTC) to each holder’s registered address, not less than 15 nor more than 45 days prior to the redemption date. 

(b) In addition, on or after December 15, 2022, the Company may redeem the Notes in whole or in part at a redemption price equal to the
percentage of the principal amount set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of
the year indicated below: 
  

					
	 Year
	  	Percentage	 
	 2022
	  	 	102.000	% 
	 2023
	  	 	101.000	% 
	 2024 and thereafter
	  	 	100.000	% 

 (c) In addition, at any time and from time to time prior to December 15, 2022, the Company may redeem
Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price 

  
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equal to 104.000% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such
redemptions not to exceed 35% of the aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional Notes); provided that (i) in each case the redemption takes place not later than 180 days after
the closing of the related Equity Offering and (ii) not less than 65% of the aggregate principal amount of the then outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but
excluding Notes held by the Company or any of its Affiliates) unless all such Notes are redeemed substantially concurrently. 
 (d) Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. 
 (e) If the
optional redemption date is on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest in respect of Notes subject to redemption will be paid on the redemption date to the Person in whose
name the Note is registered at the close of business, on such Record Date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company. 

SECTION 3.08 Mandatory Redemption. 

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

SECTION 3.09 Notice in Connection with a Transaction or Event. 

Notice of any redemption of the Notes in connection with a transaction or an event (including a Change of Control Triggering Event) may, at
the Company’s discretion, be given prior to the completion or the occurrence thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to,
completion or occurrence of the related transaction or event. 
 ARTICLE 4 

COVENANTS 
 SECTION 4.01
Payment of Notes. 
 (a) The Company shall pay, or cause to be paid, the principal, premium (if any) and interest on the Notes on the
dates and in the manner provided in the Notes. Principal, premium (if any) and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 12:00 p.m. (noon), Central time, on the due
date money deposited by the Company in immediately available funds and designated for and sufficient to pay the principal premium (if any) and interest then due. 

(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful. 
 (c) Payments in respect of the Notes represented by the Global Notes are
to be made by wire transfer of immediately available funds to the accounts specified by the holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the
accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder’s registered address. 

SECTION 4.02 Maintenance of Office or Agency. 

The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange 

  
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and where notices and demands to or upon the Company and the Guarantors in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Company may also from time to
time designate additional offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency. 
 The Company hereby designates the
Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03. 
 SECTION 4.03
Taxes. 
 The Company shall pay, and shall cause each of its Significant Subsidiaries to pay, prior to delinquency, all material
taxes, assessments and governmental levies except such as are being contested in good faith and for which appropriate reserves have been made. 

SECTION 4.04 Stay, Extension and Usury Laws. 

The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 SECTION 4.05
Corporate Existence. 
 Subject to Article 5 (including any action permitted by Section 5.01), the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (1) its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Significant Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company or any Significant Subsidiary and (2) the material rights (charter and statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of its Significant Subsidiaries, if the Company
in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries, taken as a whole. 

SECTION 4.06 SEC Reports. 

(a) Notwithstanding that the Company may not be subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the
Company shall file with the SEC and make available to the Trustee and noteholders within 15 days after the Company would be required to file with the SEC such annual reports and such 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 such Sections; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such
filing, in which event the Company will make available such information to the Trustee and noteholders within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of
the Exchange Act; provided, further, that such reports will not be required to contain the separate financial information contemplated by Rule 3-10 or Rule
3-16 under Regulation S-X promulgated by the SEC (or any successor provision). 

  
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 (b) The Trustee shall have no responsibility to ensure that such filing has occurred.
Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of the covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished such
reports referred to in this section to the Trustee and the noteholders if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. 

SECTION 4.07 Compliance Certificate; Notice of Default. 

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, an Officer’s
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer, and further stating, as to such Officer signing such certificate,
that to the best of his or her knowledge, the Company and each Guarantor have kept, observed, performed and fulfilled each covenant contained in this Indenture and is not in default in the performance or observance of any of the covenants of this
Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Company and each Guarantor are taking or propose to take with respect thereto). 

(b) When any Default has occurred and is continuing under this Indenture, the Company shall within five Business Days after the occurrence
thereof send to the Trustee an Officer’s Certificate specifying such event, its status and what action the Company is taking or proposes to take with respect thereof. 

SECTION 4.08 Limitation on Liens. 

(a) The Company shall not, and shall not permit any Subsidiary of the Company to, create, incur, issue, assume or guarantee any indebtedness
for money borrowed evidenced by loans, bonds, notes, debentures, letters of credit, bankers’ acceptances, hedging obligations or instruments similar to the foregoing, in each case to the extent such indebtedness would appear as a liability on
the balance sheet of such Person in accordance with GAAP (“Debt”) secured by a Lien upon (a) any Property of the Company or such Subsidiary, or (b) any shares of Capital Stock or Debt issued by any Subsidiary of the
Company and owned by the Company or any Subsidiary of the Company, whether owned on the Issue Date or thereafter acquired, without effectively providing concurrently that the Notes then outstanding under this Indenture are secured equally and
ratably with or, at the option of the Company, prior to such Debt so long as such Debt shall be so secured. 
 (b) The foregoing restriction
shall not apply to, and there shall be excluded from Debt (or any guarantee thereof) in any computation under such restriction, Debt (or any guarantee thereof) secured by: 

(1) Liens on any Property existing at the time of the acquisition thereof; provided that such Liens were not incurred in
connection with such acquisition; 
 (2) Liens on Property of a Person existing at the time such Person is amalgamated,
merged into or consolidated with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of the Properties of such Person (or a division thereof) as an entirety or substantially as an entirety to the Company
or a Subsidiary of the Company; provided that any such Lien does not extend to any Property owned by the Company or any Subsidiary of the Company immediately prior to such amalgamation, merger, consolidation, sale, lease or disposition;
provided, further, that any such Lien was not incurred in anticipation of such amalgamation, merger, consolidation, sale, lease or disposition; 

(3) Liens on Property of a Person existing at the time such Person becomes a Subsidiary of the Company; provided that
such Lien was not incurred in anticipation of such Person becoming a Subsidiary of the Company; 
 (4) Liens in favor of the
Company or a Subsidiary of the Company; 

  
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 (5) Liens to secure all or part of the cost of acquisition, construction,
development or improvement of the underlying Property, or to secure Debt incurred to provide funds for any such purpose; provided that the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained no
later than one year after the later of (a) the completion of the acquisition, construction, development or improvement of such Property or (b) the placing in operation of such Property; provided, further, that such Liens do
not extend to any Property other than such Property subject to acquisition, construction, development or improvement and accessions thereto and improvements thereon; 

(6) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or
political subdivision of the foregoing, to secure partial, progress, advance or other payments pursuant to any contract, regulation or statute; 

(7) Liens existing on the Issue Date or any extension, renewal, replacement or refunding of any Debt (or any guarantee thereof)
secured by a Lien existing on the Issue Date or referred to in clauses (1)-(3) or (5); provided that any such extension, renewal, replacement or refunding of such Debt (or any guarantee thereof) shall be created within one year of
repaying the Debt (or any guarantee thereof) secured by the Lien referred to in clauses (1)-(3) or (5) and the principal amount of the Debt (or any guarantee thereof) secured thereby and not otherwise authorized by clauses (1)-(3) or
(5) shall not exceed the principal amount of Debt (or any guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal,
replacement or refunding; 
 (8) Liens imposed by law, such as landlords’, carriers’, warehouseman’s,
materialmen’s, repairmen’s and mechanics’ Liens, arising in the ordinary course of business, in each case for sums not yet overdue or which are being contested in good faith by appropriate proceedings; 

(9) Liens in favor of the Notes and the Guarantees; 

(10) Liens securing Hedging Obligations entered into in the ordinary course of business; and 

(11) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for,
licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building
codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its Properties which
were not incurred in connection with Debt and which do not in the aggregate materially impair their use in the operation of the business of such Person. 

(c) Notwithstanding the restrictions described above, the Company and any Subsidiaries of the Company may create, incur, issue, assume or
guarantee Debt secured by Liens without equally and ratably securing the Notes then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Debt which is
concurrently being retired, 
 (A) the aggregate amount of all such Debt secured by Liens which would otherwise be subject to
such restrictions (other than any Debt (or any guarantee thereof) secured by Liens permitted as described in clauses (1)-(11) of the immediately preceding paragraph), plus 

(B) the aggregate principal amount of Subsidiary Debt (as defined below) then outstanding (not including any such Subsidiary
Debt described in clauses (1)–(7) of Section 4.12(b) below) of Subsidiaries that do not guarantee the Notes, plus 

(C) all Attributable Debt of the Company and the Subsidiaries of the Company in respect of Sale/Leaseback Transactions with
respect to Properties (with the exception of such transactions that are permitted under clauses (1)-(4) of Section 4.11 below), 

  
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 would not exceed an amount equal to the greater of (i) $750.0 million and (ii) 2.5 times the Adjusted
EBITDA of the Company for the Measurement Period immediately preceding such date. 
 SECTION 4.09 Future Guarantors. 

If, after the Issue Date, any Subsidiary (including any newly formed or newly acquired Subsidiary) becomes a Significant Domestic Subsidiary,
then the Company shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C to this Indenture pursuant to which such Subsidiary of the Company will fully and unconditionally
guarantee payment of the Notes on a senior, unsecured basis on the terms and conditions set forth in this Indenture. In addition, the Company may, at its option, at any time cause any Subsidiary to guarantee the Notes on the terms and conditions set
forth in this Indenture. 
 SECTION 4.10 Offer to Repurchase Upon Change of Control. 

(a) Within 30 days following the occurrence of a Change of Control Triggering Event, each noteholder shall have the right to require that the
Company make an offer to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to but excluding the date of purchase. 

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

(c) Within 30 days following the occurrence of a Change of Control Triggering Event, unless the Company has exercised its option to redeem all
the Notes as described in Section 3.07, the Company shall mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) a notice to each noteholder, with a copy to the Trustee (the “Change of Control
Offer”), stating: 
 (1) that a Change of Control Triggering Event has occurred and that such noteholder has the
right to require the Company to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to but excluding the date of purchase;

 (2) the circumstances that constitute or may constitute such Change of Control Triggering Event; 

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

 (4) the instructions, as determined by the Company, consistent with the covenant described hereunder, that a noteholder
must follow in order to have its Notes purchased. 
 (d) The Company shall not be required to make a Change of Control Offer following a
Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if the Company has exercised its option to redeem all the Notes pursuant to the provisions described in Section 3.07. 

(e) If 90% or more in principal amount of the then outstanding Notes have been redeemed or purchased pursuant this Section 4.10, the
Company may, at its option, on not less than 30 or more than 60 days’ notice to the holders of such Notes given within 30 days after the relevant purchase date, redeem or purchase (or procure the purchase of) the remaining outstanding Notes at
101% of their principal amount plus interest accrued to, but excluding, the date of such redemption or purchase pursuant to the provisions set forth in Sections 3.01 through 3.06. 

  
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 (f) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue of its compliance with such securities laws or regulations. 
 (g) Notwithstanding anything to the contrary in
this Section 4.10, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time
of making of such Change of Control Offer. 
 SECTION 4.11 Sale/Leaseback Transactions. 

The Company shall not, and shall not permit any Subsidiary of the Company to, enter into any Sale/Leaseback Transaction with respect to any
Property unless: 
 (1) the Sale/Leaseback Transaction is solely with the Company or another Subsidiary of the Company; 

(2) the lease is for a period not in excess of 36 months (or which may be terminated by the Company or such Subsidiary),
including renewals; 
 (3) the Company or such Subsidiary would (at the time of entering into such arrangement) be entitled
as described in clauses (1)-(11) in Section 4.08(b) without equally and ratably securing the Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Debt secured by a Lien on such Property in the amount of
the Attributable Debt arising from such Sale/Leaseback Transaction; 
 (4) the Company or such Subsidiary within 180 days
after the sale of such Property in connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Property to (a) the retirement of Notes, other Debt of the Company ranking equally
with or senior to the Notes or Debt of a Subsidiary of the Company, (b) the purchase of Property; or (c) a combination thereof; or 

(5) (a) the Attributable Debt of the Company and Subsidiaries of the Company in respect of such Sale/Leaseback Transaction and
all other Sale/Leaseback Transactions entered into after the Issue Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (1)-(4) of this sentence),
plus 
 (b) the aggregate principal amount of Debt secured by Liens on Properties then outstanding (not including any
such Debt secured by Liens described in clauses (1)-(11) in Section 4.08(b)) that are not equally and ratably secured with the outstanding Notes (or secured on a basis junior to the outstanding Notes), plus 

(c) the aggregate principal amount of Subsidiary Debt then outstanding (not including any such Subsidiary Debt described in
clauses (1)–(7) in Section 4.12(b)) of Subsidiaries that do not guarantee the Notes, 
 would not exceed an amount equal to the greater of
(i) $750.0 million and (ii) 2.5 times the Adjusted EBITDA of the Company for the Measurement Period immediately preceding such date. 

  
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 SECTION 4.12 Limitation on Subsidiary Debt. 

(a) The Company shall not permit any of its Subsidiaries to create, assume, incur, guarantee or otherwise become liable for any Debt (any such
Debt of a Subsidiary of the Company, “Subsidiary Debt”), without guaranteeing the payment of the principal of, and premium (if any) and interest on, the Notes on an unsecured unsubordinated basis until such time as such Subsidiary
Debt is no longer outstanding or in effect. 
 (b) The foregoing restriction shall not apply to, and there shall be excluded from Subsidiary
Debt in any computation under such restriction, Subsidiary Debt constituting: 
 (1) Debt of a Person existing at the time
such Person is amalgamated, merged into or consolidated with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of the Properties of such Person (or a division thereof) as an entirety or substantially as
an entirety to the Company or a Subsidiary of the Company; provided that any such Debt is not guaranteed by the Company or any other Subsidiary of the Company (other than any guarantee existing at the time of such amalgamation, merger,
consolidation, sale, lease or disposition); provided, further, that any such Debt was not incurred in anticipation of such amalgamation, merger, consolidation, sale, lease or disposition; 

(2) Debt of a Person existing at the time such Person becomes a Subsidiary of the Company; provided that such Debt was
not incurred in anticipation of such Person becoming a Subsidiary of the Company; 
 (3) Debt owed to the Company or any
Subsidiary of the Company; 
 (4) Debt created, incurred, assumed or guaranteed to pay or finance all or part of the cost of
acquisition, construction, development or improvement of Property; provided that any such Debt shall have been created, incurred, issued, assumed or guaranteed no later than one year after the later of (a) the completion of the
acquisition, construction, development or improvement of such Property or (b) the placing in operation of such Property; provided, further, that the outstanding amount of such Debt, without duplication, does not exceed 100% of the
fair value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved at the time such Debt is incurred; 

(5) reimbursement obligations incurred in the ordinary course of business; 

(6) client advances and deposits received in the ordinary course of business; and 

(7) Debt outstanding on the Issue Date or any extension, renewal, replacement or refunding of any Debt (or any guarantee
thereof) existing on the Issue Date or referred to in clauses (1), (2) or (4) above; provided that any such extension, renewal, replacement or refunding of such Debt (or any guarantee thereof) shall be created within one year of
repaying the Debt (or any guarantee thereof) referred to in clauses (1), (2) or (4) above and the principal amount of the Debt (or any guarantee thereof) secured thereby and not otherwise authorized by clauses (1), (2) or
(4) above shall not exceed the principal amount of Debt (or any guarantee thereof), plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal,
replacement or refunding. 
 (c) Notwithstanding the restrictions described in Section 4.12(b), any Subsidiary of the Company may
create, assume, incur, guarantee or otherwise become liable for Debt that would otherwise be subject to the restrictions set forth in the preceding paragraph, without such Subsidiary guaranteeing the Notes, if, at the time of such creation,
assumption, incurrence, guarantee or creation of such liability, after giving effect thereto and to the retirement of any Debt which is concurrently being retired, 

(1) the aggregate amount of all Debt which would otherwise be subject to such restrictions (other than any Debt (or any
guarantee thereof) permitted as described in clauses (1)–(7) of Section 4.12(b)), plus 

  
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 (2) the aggregate principal amount of Debt secured by Liens on Properties
then outstanding (not including any such Debt secured by Liens described in clauses (1)–(11) of Section 4.08(b)) that are not equally and ratably secured with the outstanding Notes (or secured on a basis junior to the outstanding
Notes), plus 
 (3) all Attributable Debt of the Company and the Subsidiaries of the Company in respect of
Sale/Leaseback Transactions with respect to Properties (with the exception of such transactions that are permitted under clauses (1)–(4) of Section 4.11), 

would not exceed an amount equal to the greater of (i) $750.0 million and (ii) 2.5 times the Adjusted EBITDA of the Company for the Measurement Period
immediately preceding such date. 
 ARTICLE 5 

SUCCESSORS 
 SECTION 5.01
Amalgamation, Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Company may not (i) amalgamate,
consolidate with or merge into any other entity or (ii) convey, transfer or lease all or substantially all of the Properties of the Company and its Subsidiaries taken as a whole, unless: 

(1) the Company is the successor entity, or the successor or transferee entity, if other than the Company, is a Person (if such
Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) organized and existing under the laws of the United States, any state thereof or the District of Columbia
(except if the Company determines in good faith that such requirement is not in the best interests of the Company and its Subsidiaries or that complying with such requirement would not be advisable for tax planning purposes or to improve tax
efficiencies) and expressly assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on all the
outstanding Notes and the performance of every covenant and obligation in this Indenture to be performed or observed by the Company; 

(2) immediately after giving effect to the transaction, no Event of Default, as defined in this Indenture, and no event which,
after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and 
 (3) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such amalgamation, consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as
applicable, subject to customary exceptions. 
 In case of any such amalgamation, consolidation, merger, conveyance or transfer (but not lease), the
successor entity will succeed to and be substituted for the Company as obligor on the Notes with the same effect as if it had been named in this Indenture as the Company. 

(b) No Guarantor may amalgamate, consolidate with or merge into any other entity, unless: 

(1) the Company or a Guarantor is the successor entity or the successor or transferee entity, if not a Guarantor prior to such
consolidation or merger, shall be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States, any state thereof or the District of Columbia, and expressly
assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such 

  
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Guarantor under its Guarantee; provided, however, that the foregoing shall not apply in the case of a Guarantor (x) that has been, or will be as a result of the subject
transaction, disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through an amalgamation, merger or consolidation or (y) that, as a result of the disposition of all or a portion of
its Capital Stock, ceases to be a Subsidiary; 
 (2) immediately after giving effect to the transaction, no Event of Default,
as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and 

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required
by this Indenture and stating that such amalgamation, consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such
transaction and constitutes the legal, valid and binding obligation of the Guarantor or successor entity, as applicable, subject to customary exceptions. 

(c) Notwithstanding clauses (a) and (b) above, this Section 5.01 will not apply to a merger, amalgamation, transfer or
conveyance or other disposition of assets between or among the Company and the Guarantors. 
 SECTION 5.02 Successor Entity
Substituted. 
 Upon any amalgamation, consolidation, merger, conveyance, transfer or lease of the properties and assets as an entirety
of the Company or a Guarantor in accordance with Section 5.01, the Company and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes or its Guarantee, as the case may be, and the successor
company and the successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this Indenture and the Notes and such Guarantee;
provided that, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium (if any) and interest on, the Notes and a Guarantor will not be released from
its obligations under its Guarantee. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
 SECTION
6.01 Events of Default. 
 (a) Each of the following is an “Event of Default”: 

(1) a default in the payment of interest on the Notes when due, continued for 30 days; 

(2) a default in the payment of principal of or premium, if any, on the Notes when due at its Stated Maturity, upon redemption,
upon required purchase, upon declaration of acceleration or otherwise; 
 (3) the failure by the Company or any Guarantor to
comply with its obligations under Section 5.01; 
 (4) the failure by the Company or any Guarantor, as the case may be,
to comply for 45 days after notice with any of its obligations in the covenants described above under Section 4.10 (other than a failure to purchase Notes) or under Sections 4.08, 4.09, 4.11 or 4.12; 

(5) the failure by the Company to comply for 60 days after notice with any of its obligations in the covenant described above
under Section 4.06; 

  
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 (6) the failure by the Company or any Guarantor to comply for 60 days
after notice with its other agreements contained in this Indenture; 
 (7) Debt of the Company, any Guarantor or any
Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Debt unpaid or accelerated exceeds $50.0 million (the
“cross acceleration provision”); 
 (8) (i) the Company or a Significant Subsidiary, pursuant to or within
the meaning of any Bankruptcy Law: 
 (A) commences voluntary proceedings to be adjudicated bankrupt or insolvent; 

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

(C) consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee,
sequestrator or other similar official of it or for all or substantially all of its property; or 
 (D) makes a general
assignment for the benefit of its creditors. 
 (ii) 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 a proceeding in which the
Company or any Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (B) appoints a receiver, interim
receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary, or for all or substantially all of the property of the Company or any Significant Subsidiary; or 

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

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

(9) any final judgment or decree for the payment of money (other than judgments which are covered by enforceable insurance
policies issued by solvent carriers) in excess of $50.0 million is entered against the Company, any Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment becoming final and is
not discharged, waived or stayed within 30 days after notice (the “judgment default provision”); or 
 (10)
a Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or a Guarantor denies or disaffirms its obligations under its Guarantee. 

However, a default under clauses (4), (5), (6) and (9) of this Section 6.01 will not constitute an Event of Default until the Trustee or
the holders of 25% in principal amount of the outstanding Notes notify the Company (with a copy to the Trustee if given by the holders) of the default and the Company does not cure such default within the time specified after receipt of such notice.
In the event of any Event of Default specified under clause (7), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of Notes) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the holders, if within 30 days after such Event of Default arose: (a) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise
to such Event of Default or (b) the default that is the basis for such Event of Default has been cured. 

  
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 SECTION 6.02 Acceleration. 

(a) If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes
may by written notice to the Company (and to the Trustee if notice is given by the holders) declare the principal of and accrued but unpaid interest, if any, and premium, if any, on all the Notes to be due and payable. Upon such declaration, such
principal, interest and premium, if any, shall be due and payable immediately. If an Event of Default under Section 6.01(a)(8) hereof occurs and is continuing, the principal of and interest (and premium, if any) on all the Notes will ipso
facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. The holders of a majority in aggregate principal amount of the then outstanding Notes by written notice
to the Trustee on behalf of all of the holders rescind an acceleration may rescind any such acceleration with respect to the Notes and its consequences. 

(b) Subject to Article 7, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of this Indenture. 
 SECTION 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

SECTION 6.04 Waiver of Past Defaults. 

The holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all holders waive any
existing Default and its consequences hereunder, except: 
 (1) a continuing Default in the payment of the principal of, or
premium (if any) or interest on, any Note held by a non-consenting holder; and 
 (2)
a Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each holder affected, 
 provided that,
subject to Section 6.06, the holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 
 SECTION 6.05 Control by Majority. 

The holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is
unduly prejudicial to the rights of any other holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such holders) or that would involve the
Trustee in personal liability. 

  
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 SECTION 6.06 Limitation on Suits. 

Subject to Section 6.07, no holder shall have any right to pursue any remedy with respect to this Indenture or the Notes unless:

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

(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue
the remedy; 
 (3) such holders have offered the Trustee security, indemnity or prefunding satisfactory to the Trustee
against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity; and 
 (5) holders of a majority in aggregate principal amount
of the then outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. 

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

However, such limitations shall not apply to a suit instituted by a holder of any Note for enforcement of payment of the principal of, or
premium (if any) or interest on, such Note on or after the due date therefor (after giving effect to the grace period specified in clauses (1) or (2) of 6.01(a)). 

SECTION 6.07 Rights of Holders to Institute Certain Suits. 

Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any holder to receive payment of principal
of, or premium (if any) and interest on, its Note, on or after the respective due dates expressed or provided for in such Note, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the consent of such holder. 
 SECTION 6.08 Collection Suit
by Trustee. 
 If an Event of Default specified in Section 6.01(a)(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 and any other obligor on the Notes for the whole amount of principal, premium (if any) and interest remaining unpaid on the Notes, together with interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable fees and expenses of the Trustee and its agents and counsel. 

SECTION 6.09 Restoration of Rights and Remedies. 

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

  
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 SECTION 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no
right or remedy herein conferred upon or reserved to the Trustee or to the holders is intended to be exclusive of any other right or remedy, and every right and remedy are, to the extent permitted by law, cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 
 SECTION 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any holder to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the holders, as the case may be. 
 SECTION 6.12 Trustee May File Proofs of Claim. 

The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon
the Notes, including the Guarantors), its creditors or its Property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other
property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the holders, to pay to the Trustee any amount due to it for the reasonable fees and expenses of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the
payment of any such fees and expenses of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any holder, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding. 
 SECTION
6.13 Priorities. 
 Any money or Property collected by the Trustee pursuant to this Article 6, and after an Event of Default any
money or other Property distributable in respect of the Company’s or Guarantors’ obligations under this Indenture, shall be paid or distributed in the following order: 

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

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

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


  
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 The Trustee may fix a record date and payment date for any payment to holders pursuant to
this Section 6.13. Promptly after any record date is set pursuant to this Section 6.13, the Trustee shall cause notice of such record date and payment date to be given to the Company and to each holder in the manner set forth in
Section 12.02. 
 SECTION 6.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a holder pursuant to
Section 6.07, or a suit by a holder or holders of more than 10% in aggregate principal amount of the outstanding Notes. 
 ARTICLE 7

 TRUSTEE 
 SECTION 7.01
Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates (including officer’s certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case
of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). 
 (c)
Notwithstanding anything herein to the contrary, the Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

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

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 

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

  
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 (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The permissive rights or powers of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty of the Trustee. 
 SECTION 7.02 Rights of Trustee. 

Subject to Section 7.01: 

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

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

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided
in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor. 

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice by the Company or by the holders of at least 25% of the aggregate principal amount of the Notes of any event which is in fact such a Default is
received by the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture. 
 (h) In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder. 
 (j) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of
individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Person
specified as so authorized in any such certificate previously delivered and not superseded. 

  
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 (k) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder. 
 (l) The Trustee will be under no obligation to exercise any of the rights or powers under
this Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and then only to the extent required by the
terms of this Indenture. 
 SECTION 7.03 Individual Rights of Trustee. 

The Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Agent. However, in the event that the Trustee acquires any conflicting interest within the meaning of Trust Indenture Act Section 310(b)
it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. 
 SECTION 7.04
Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes or the Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or in the Offering Memorandum or
any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication on the Notes. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations
evidenced by the Notes. 
 SECTION 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee will mail (or
deliver by electronic transmission in accordance with the applicable procedures of DTC) to each holder a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or an Event of Default specified in
clauses (1) or (2) of Section 6.01(a), the Trustee may withhold notice if in good faith the Trustee determines that withholding notice is in the interest of the holders of the Notes. 

SECTION 7.06 Reports by Trustee to Holders of the Notes. 

(a) Within 60 days after each June 15, beginning in 2020, and for so long as Notes remain outstanding, the Trustee shall mail (or deliver
by electronic transmission in accordance with the applicable procedures of DTC) to the holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust
Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by Trust Indenture Act Section 313(c). 
 (b) A copy of each report at the time of its mailing to the
holders shall be mailed to the Company in accordance with Trust Indenture Act Section 313(d). The Company shall promptly notify the Trustee in writing in the event the Notes are listed on any national securities exchange or delisted therefrom.


  
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 SECTION 7.07 Compensation and Indemnity. 

(a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
promptly upon request for all reasonable fees and expenses incurred by it in connection with performing its duties hereunder, in addition to the compensation for its services. Such expenses shall include the reasonable fees and expenses of the
Trustee’s agents and counsel. The Trustee shall provide the Company reasonable notice of such fees and expenses. 
 (b) The Company and
the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold each of the Trustee and any predecessor harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred
by it without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the
Company or any Guarantor (including this Section 7.07)) or defending itself against any claim made in connection with the performance of its duties hereunder whether asserted by any holder, the Company or any Guarantor, or liability in
connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company need not reimburse any expense or indemnify against any loss, liability or expense determined to have been caused by the Trustee through the Trustee’s own willful misconduct or
negligence. 
 (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 (d) To secure the payment obligations of the Company
and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, and premium (if any) and interest on, particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. 
 (e) When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(8) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law. 
 (f) “Trustee” for the purposes of this Section 7.07 shall
include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee
hereunder shall not affect the rights of any other Trustee hereunder. 
 SECTION 7.08 Replacement of Trustee. 

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

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

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a receiver or public officer takes charge of the Trustee or its property; or 

  
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 (4) the Trustee becomes incapable of acting. 

(b) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee
appointed by the Company. 
 (c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee (at the Company’s expense), the Company or the holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 (d) If the Trustee, after written request by any holder who has been a holder for at least six months, fails to comply with
Section 7.10, such holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail (or deliver by electronic
transmission in accordance with the applicable procedures of DTC) a notice of its succession to holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to
the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee. 
 (f) As used in this Section 7.08, the term
“Trustee” shall also include each Agent. 
 SECTION 7.09 Successor Trustee by Merger, etc. 

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

SECTION 7.10 Eligibility; Disqualification. 

(a) The Trustee shall at all times satisfy with the requirements of TIA Section 310(a). There shall at all times be a Trustee hereunder
that is a corporation or national banking association organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 

(b) The Trustee shall comply with Trust Indenture Act Section 310(b). 

ARTICLE 8 
 LEGAL DEFEASANCE AND
COVENANT DEFEASANCE 
 SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

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

  
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 SECTION 8.02 Legal Defeasance and Discharge. 

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

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

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection
therewith; and 
 (4) this Section 8.02. 

(b) If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with
respect to the Notes. 
 (c) Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding its prior exercise of its option under Section 8.03. 
 SECTION 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12, and the Guarantors shall
be deemed to have been discharged from their obligations with respect to all Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. If the Company exercises its Covenant Defeasance option, an Event of Default specified in Section 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (only with respect to covenants that are released as a
result of such Covenant Defeasance), 6.01(a)(7), 6.01(a)(8) (solely with respect to Significant Subsidiaries), Section 6.01(a)(9) or 6.01(a)(10), in each case, shall not constitute an Event of Default. 

  
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 SECTION 8.04 Conditions to Legal or Covenant Defeasance. 

(a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant
Defeasance option under Section 8.03 with respect to the Notes: 
 (1) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the holders, cash in U.S. dollars, Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, a
nationally recognized investment bank or a nationally recognized appraisal or valuation firm delivered to the Trustee, without consideration of any reinvestment of interest, to pay the principal of, and premium (if any) and interest on, the
outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that, subject to
customary assumptions and exclusions, 
 (A) the Company has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling, or 
 (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that the beneficial owners will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the Company has delivered to the
Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default has occurred and is continuing on
the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt
and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Credit Agreement or any other material agreement or material debt instrument (other
than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

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

(6) 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. 
 SECTION 8.05 Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions. 
 (a) Subject to Section 8.06, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or a Guarantor acting as Paying Agent) as the Trustee may determine, to the holders of all sums due and to become due thereon in respect of principal of, and premium (if any) and interest
on, the Notes, but such money need not be segregated from other funds except to the extent required by law. 

  
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 (b) Anything in this Article 8 to the contrary notwithstanding, the Trustee will deliver or
pay to the Company from time to time upon the request of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants, a nationally
recognized investment bank or a nationally recognized appraisal or valuation firm expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.06
Repayment to the Company. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, or premium (if any) or interest on, any Note and remaining unclaimed for two years after such principal, premium (if any) or interest has become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease. 
 SECTION 8.07 Reinstatement. 

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

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 SECTION 9.01 Without Consent of Holders. 

(a) Notwithstanding Section 9.02, without the consent of any holder of the Notes, the Company, the Guarantors and Trustee may amend or
supplement this Indenture: 
 (1) to cure any ambiguity, omission, defect or inconsistency, as determined in good faith by
the Company; 
 (2) to provide for the assumption by a successor Person of the obligations of the Company or any Guarantor
under this Indenture; 
 (3) to provide for uncertificated Notes in addition to or in place of certificated Notes
(provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); 

(4) to add guarantees with respect to the Notes, including any Guarantees, or to secure the Notes; 

  
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 (5) to add to the covenants of the Company or any Subsidiary for the benefit
of the holders of the Notes or to surrender any right or power conferred upon the Company or any Subsidiary; 
 (6) to make
any change that does not materially adversely affect the rights of any holder of the Notes, as determined in good faith by the Company; 

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

 (8) to release a Guarantor from its Guarantee when permitted by the terms of this Indenture; 

(9) to provide for successor trustees or to add to or change any provisions to the extent necessary to appoint a separate
trustee for the Notes; or 
 (10) to make any amendment to the provisions of this Indenture relating to the transfer and
legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if incurred in compliance with this Indenture, Additional Notes; provided, however, that
(a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of
holders to transfer Notes, as determined in good faith by the Company. 
 SECTION 9.02 With Consent of Holders. 

Except as provided in Section 9.01 and this Section 9.02, this Indenture may be amended with the consent of the holders of a
majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) and any past default or compliance with any provisions may also be waived with the consent of
the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things: 

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

(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) change the optional redemption dates or prices or calculations from those described in Section 3.07; 

(5) make any Note payable in money other than that stated in the Note; 

(6) impair the right of any holder of the Notes to institute suit for the enforcement of any payment on or with respect to such
holder’s Notes after any Interest Payment Date, Stated Maturity or any redemption date, as applicable; 
 (7) make any
change in the amendment provisions which require each holder’s consent or in the waiver provisions; 
 (8) make any
change in the ranking or priority of any Note or Guarantee that would adversely affect the noteholders; or 
 (9) release any
Guarantor from its Guarantee, except as provided for in this Indenture. 

  
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 (b) The consent of the holders of the Notes is not necessary under this Indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. 
 (c)
After an amendment under this Indenture becomes effective, the Company is required to mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) to holders of the Notes a notice briefly describing such
amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. 

SECTION 9.03 [Reserved]. 

SECTION 9.04 Revocation and Effect of Consents. 

(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a holder of a Note is a continuing consent by the holder of
a Note and every subsequent holder of a Note or portion of a Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent is not made on any Note. However, any such holder of a Note or subsequent holder of
a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms. 
 (b) After an amendment, supplement or waiver becomes effective, it will bind every holder unless it is of the type requiring the
consent of each holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each holder affected, the amendment, supplement or waiver will bind each holder that has consented to it and every subsequent holder of a
Note that evidences the same debt as the Note of the consenting holder. 
 (c) The Company may, but shall not be obligated to, fix a record
date pursuant to Section 1.04 for the purpose of determining the holders entitled to consent to any amendment, supplement or waiver. 

SECTION 9.05 Notation on or Exchange of Notes. 

(a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company
in exchange for all outstanding Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

(b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver. 
 SECTION 9.06 Trustee to Sign Amendments, etc. 

Upon request of the Company, and if applicable upon the filing with the Trustee of evidence of the consent of holders, the trustee shall sign
any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or
waiver, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amendment, supplement or waiver is authorized or permitted by this Indenture, subject to customary exceptions, and complies with the provisions hereof and an Opinion of Counsel stating that such amendment, supplement or waiver is
the legal, valid and binding obligation of the Company and any Guarantor party thereto, enforceable against them in accordance with its terms, subject to customary exceptions. The Trustee may, but is not obligated to, execute any amendment,
supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture. 

  
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 ARTICLE 10 

GUARANTEES 
 SECTION 10.01
Guarantee. 
 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally
guarantees, on a senior unsecured basis, to each holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:
(1) the principal of, and premium (if any) and interest on, the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and premium (if any)
and interest on, the Notes, if any, if lawful, and all other obligations of the Company to the holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise collectively, the “Guaranteed Obligations”. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06. 
 (c) Each Guarantor’s
obligations hereunder will remain in full force and effect until the principal of, and premium (if any) and interest on, the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of
the principal of, or premium (if any) or interest on, any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time. 

(d) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’
fees and expenses) incurred by the Trustee or any holder in enforcing any rights under this Section 10.01. 
 (e) If any holder or the
Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such
holder, such Guarantor’s Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and the holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of
all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP. 

  
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 (g) Each Guarantee shall remain in full force and effect and continue to be effective should
any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of
the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.
In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned. 
 (h) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (i) Each payment to be made by a
Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

SECTION 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each holder, hereby confirms that it is the intention of all such parties that the Guarantee
of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable
to any Guarantee. To effectuate the foregoing intention, the Trustee, the holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP. 

SECTION 10.03 Execution and Delivery. 

(a) To evidence its Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture
in the form of Exhibit C hereto) shall be executed on behalf of such Guarantor by an Officer or person holding an equivalent title. 
 (b)
Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

(c) If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the
Note, such Guarantor’s Guarantees shall be valid nevertheless. 
 (d) The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 

  
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 SECTION 10.04 Waiver of Subrogation. 

Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees
not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such
Guarantor’s obligations under the Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim
or remedy of the holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and any amounts owing to the Trustee or the holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the holders and shall forthwith be paid to the Trustee for the benefit of itself or such holders to
be credited and applied to the obligations in favor of the Trustee or the holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. 

SECTION 10.05 Benefits Acknowledged. 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 SECTION
10.06 Release of Guarantees. 
 (a) The Guarantee of a Guarantor will be automatically released: 

(1) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock, or all or
substantially all of the assets, of such Guarantor to a Person that is not the Company or a Subsidiary of the Company; 
 (2)
at any such time that such Guarantor ceases to be a Significant Domestic Subsidiary; or 
 (3) upon (x) the defeasance
of the Notes, as provided under Article 8 or (y) the discharge of such Guarantor’s obligations under this Indenture in accordance with the terms of this Indenture, as provided under Article 11. 

(b) If the Guarantee of any Guarantor is deemed to be released or is automatically released, the Company shall deliver to the Trustee an
Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the Company, and upon delivery to the Trustee of an
Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions provided for in this Indenture to the release of such Guarantor have been complied with, the
Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee (it being understood that the failure to obtain any such instrument shall not
impair any automatic release pursuant to Section 10.06(a)). 

  
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 ARTICLE 11 

SATISFACTION AND DISCHARGE 

SECTION 11.01 Satisfaction and Discharge. 

(a) This Indenture will be discharged, and will cease to be of further effect as to all Notes issued hereunder, when either: 

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

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the
giving of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation
firm delivered to the Trustee if Government Securities are delivered, 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 the date of maturity or redemption, as the case may be; 
 (B) no Default or Event
of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith); 
 (C) the
Company or any Guarantor has paid or caused to be paid all sums payable by the Company under this Indenture; and 
 (D) the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 

(b) In addition, the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company’s and Guarantors’ obligations in connection therewith shall survive, and if money shall have been deposited with the Trustee pursuant to Section 11.01(a)(2)(A), the
provisions of Section 11.02 and Section 8.06 shall survive. 
 SECTION 11.02 Application of Trust Money. 

(a) Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium (if any) and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law. 

  
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 (b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any
Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of principal
of, or premium (if any) or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or Government Securities held by the
Trustee or Paying Agent, as the case may be. 
 ARTICLE 12 

MISCELLANEOUS 
 SECTION 12.01
No Qualification Under the Trust Indenture Act. 
 This Indenture is not qualified under the TIA and, unless expressly provided for
in the terms of this Indenture, the TIA shall not apply to or in any way govern the terms of this Indenture. 
 SECTION 12.02
Notices. 
 (a) Any notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and
(1) delivered in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission,
to its address: 
 if to the Company or any Guarantor: 

Fair Isaac Corporation 
 181 Metro
Drive, Suite 700 
 San Jose, CA 95110 

			
	Fax No.:	 	408-535-1529
	Email:	 	mikemclaughlin@fico.com
	Attention:	 	Executive Vice President and Chief Financial Officer


 with a copy to: 

Fair Isaac Corporation 
 181 Metro
Drive, Suite 700 
 San Jose, CA 95110 

			
	Fax No.:	 	408-535-1529
	Email:	 	markscadina@fico.com
	Attention:	 	Executive Vice President and General Counsel and Corporate Secretary


 and 

Faegre Baker Daniels LLP 
 2200
Wells Fargo Center 
 90 South Seventh Street 

Minneapolis, MN 55402-3901 

			
	Fax No:	 	612-766-1600
	Email:	 	Morgan.Burns@FaegreBD.com
	Attention:	 	W. Morgan Burns



  
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 if to the Trustee: 

U.S. Bank National Association 

West Side Flats, St. Paul 
 60
Livingston Ave 
 Saint Paul, MN 55107 

EP-MN-WS3C 

			
	Fax No.:	 	651-466-7430
	Email:	 	rick.prokosch@usbank.com
	Attention:	 	Corporate Trust


 The Company, any Guarantor or the Trustee, by like notice, may designate additional or different
addresses for subsequent notices or communications. 
 (b) All notices and communications (other than those sent to holders) shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail;
the next Business Day after timely delivery to the courier, if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic transmission; provided that any notice or
communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 
 (c) Any notice or communication to a holder
shall be mailed by first-class mail (certified or registered, return receipt requested) or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as the Trustee agrees to
accept. 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. 

(d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 (e) Notwithstanding any other provision herein, where this Indenture provides for notice of any event to any
holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), according to the applicable procedures of such Depositary, if any, prescribed
for the giving of such notice. 
 (f) The Trustee agrees to accept and act upon notice, instructions or directions pursuant to this
Indenture sent by unsecured facsimile or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such transmission of written instructions, shall
provide the originally executed instructions or directions to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized representative of the party providing such
notice, instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such notice, instructions or directions
notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or directions. 

(g) If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. 
 (h) If the Company mails a notice or communication to holders, it shall mail a copy to the Trustee and each Agent
at the same time. 
 SECTION 12.03 Communication by Holders with Other Holders. 

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other holders with respect to their rights under this
Indenture or the Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

  
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 SECTION 12.04 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee: 
 (1) an Officer’s Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05) stating that, subject to customary exceptions and qualifications in the opinion of such counsel, all such conditions precedent and covenants have been complied with;
provided that (A) subject to Section 5.01(c) and 9.06, no Opinion of Counsel pursuant to this Section 12.04 shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by
such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit C and (B) no Opinion of Counsel pursuant to this Section shall be required in connection with the issuance of Notes on
the Issue Date. 
 SECTION 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.07) shall include: 
 (a) a statement that the Person making such certificate or opinion
has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the
opinion of such Person, he or she has made such examination or investigation as he or she deems necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of
an Opinion of Counsel, may be subject to customary exceptions and qualifications and limited to reliance on an Officer’s Certificate as to matters of fact); and 

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

SECTION 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions. 
 SECTION 12.07 No Personal Liability of Directors, Officers, Employees, Members,
Partners and Stockholders. 
 No past, present or future director, officer, employee, incorporator, member, partner or stockholder of
the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor (other than the Company in respect of the Notes and each Guarantor in respect of its Guarantee) under the Notes, the Guarantees or
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. 
 Each holder by accepting a
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

  
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 SECTION 12.08 Governing Law. 

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 12.09 Waiver of Jury Trial. 

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

SECTION 12.10 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances. 
 SECTION 12.11 No Adverse Interpretation of
Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 12.12 Successors and
Assigns. 
 All covenants and agreements of the parties hereto in this Indenture and the Notes shall bind their respective successors
and permitted assigns of the rights and obligations of this Indenture and the Notes. 
 SECTION 12.13 Severability. 

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 12.14 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. 
 SECTION 12.15 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

SECTION 12.16 Facsimile and PDF Delivery of Signature Pages. 

The exchange of copies of this Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes. 

  
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 SECTION 12.17 U.S.A. PATRIOT Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 
 SECTION 12.18 Payments Due on Non-Business Days. 
 In any case where any Interest Payment Date, redemption date or repurchase date
or the Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal of, or premium (if any) or interest on, the Notes need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the Notes, provided that no interest will accrue for the
period from and after such Interest Payment Date, redemption date, repurchase date or Stated Maturity, as the case may be. 
 SECTION 12.19
[Reserved]. 
 SECTION 12.20 Consent to Jurisdiction. 

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified
Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to
the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been
brought in an inconvenient forum. 
 [Signatures on following page] 

  
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	FAIR ISAAC CORPORATION
		
	By:	 	 /s/ Steven P. Weber

		 	Name: Steven P. Weber
		 	Title:   Treasurer


 [Signature page to Indenture for 4.00% Senior Notes due 2028] 












 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Richard Prokosch

		 	Name: Richard Prokosch
		 	Title:   Vice President


 [Signature page to Indenture for 4.00% Senior Notes due 2028] 












 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND 

ADDITIONAL NOTES 

Section 1.1 Definitions. 

(a) Capitalized Terms. 

Capitalized terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized terms
have the following meanings: 
 “Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or
transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to
time. 
 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing
agency. 
 “Distribution Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on
and including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the
Trustee, and (b) the date of issuance with respect to such Note or any predecessor of such Note. 
 “Euroclear” means
Euroclear Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency. 

“IAI” means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act and is not a QIB. 
 “QIB” means a “qualified institutional buyer” as defined
in Rule 144A. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 

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

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

“Unrestricted Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes
Legend. 
 “U.S. person” means a “U.S. person” as defined in Regulation S. 

(b) Other Definitions. 
  

			
	 Term:
	  	Defined in
Section
	 “Agent Members”
	  	2.1(c)
	 “Definitive Notes Legend”
	  	2.2(e)
	 “Global Note”
	  	2.1(b)
	 “Global Notes Legend”
	  	2.2(e)
	 “IAI Global Note”
	  	2.1(b)
	 “Regulation S Global Note”
	  	2.1(b)
	 “Regulation S Legend”
	  	2.2(e)
	 “Regulation S Notes”
	  	2.1(a)
	 “Restricted Notes Legend”
	  	2.2(e)
	 “Rule 144A Global Note”
	  	2.1(b)
	 “Rule 144A Notes”
	  	2.1(a)













 Section 2.1 Form and Dating. 

(a) The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes
may also be considered to be Rule 144A Notes, Regulation S Notes or IAI Notes, as applicable. 
 (b) Global Notes. Rule 144A Notes
shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global
Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case
without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the
Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date at the request of the Trustee, deposited with the Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to
the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein
as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall
represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) of this Appendix A. 

(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture and
pursuant to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee
of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(d) Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in
Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 

  
 -2- 













 Section 2.2 Transfer and Exchange. 

(a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a
request: 
 (i) to register the transfer of such Definitive Notes; or 

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange: 
 (1) shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the holder thereof or his attorney duly authorized in writing; and 

(2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side
of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. 

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, together with: 
 (i) a certification from the transferor in the form provided
on the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and 

(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and
records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such
increase, the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of
Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new applicable
Global Note in the appropriate principal amount. 
 (c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the
Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note and
such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note
being transferred. 

  
 -3- 













 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred. 

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a
Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary. 
 (d) Restrictions on Transfer of Global Notes;
Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes. 
 (i) Transfers by an
owner of a beneficial interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another Transfer Restricted Global Note shall be made in accordance with the Applicable Procedures and the
Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable,
delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. In addition, in the case of a transfer of a beneficial interest in either a Regulation S Global Note or a Rule 144A Global Note for
an interest in an IAI Global Note, the transferee must furnish a signed letter substantially in the form of Exhibit B to the Trustee. 

(ii) During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or
transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities laws of any state of the U.S. Prior to the expiration of the
Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note or an IAI Global Note shall be made only in
accordance with the Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in
Exhibit A for exchange or registration of transfers. Such written certification shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance
Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture. 

(iii) Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged
for beneficial interests in an Unrestricted Global Note pursuant to Applicable Procedures or upon certification in the form provided on the reverse side of the Form of Note in Exhibit A for an exchange from a Regulation S
Global Note to an Unrestricted Global Note. 
 (iv) Beneficial interests in a Transfer Restricted Note that is a Rule 144A Global Note or an
IAI Global Note may be exchanged for beneficial interests in an Unrestricted Global Note if the holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and/or upon delivery of such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. 

(v) If no Unrestricted Global Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the
Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal amount. 

  
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 (e) Legends. 

(i) Except as permitted by Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Appendix A, each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes
of the legend only) (“Restricted Notes Legend”): 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. 
 THE HOLDER OF THIS NOTE, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE
YEAR (IN THE CASE OF RULE 144A NOTES) AFTER THE LATER OF THE ISSUE DATE HEREOF (OR THE DATE OF ANY SUBSEQUENT REOFFERING OF THE NOTES) AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE) OR 40 DAYS (IN THE CASE OF REGULATION S NOTES) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS
DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO
CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE HOLDER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. 

Each Regulation S Note shall bear the following additional legend (“Regulation S Legend”): 

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 NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 Each Definitive Note shall
bear the following additional legend (“Definitive Notes Legend”): 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
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 Each Global Note shall bear the following additional legend (“Global Notes
Legend”): 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Any Note issued with original issue discount will also
bear the following additional legend (“OID Notes Legend”): 
 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE
DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) FOR U.S. FEDERAL INCOME TAX PURPOSES. UPON WRITTEN REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING
INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT THE TREASURER OF THE COMPANY AT 181 METRO DRIVE, SUITE 700,
SAN JOSE, CA 95110. 
 (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar
shall permit the holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction on the transfer of such Transfer Restricted
Note if the holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note in
Exhibit A) and provides such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. 

(iii) After a transfer of any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial Notes or
Additional Notes be issued in global form shall continue to apply. 
 (f) Cancellation or Adjustment of Global Note. At such time as
all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the
Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global


  
 -6- 













 
Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar
(if it is then the Custodian for such Global Note) with respect to such Global Note, by the Registrar or the Custodian, to reflect such reduction. 

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

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and
Global Notes at the Registrar’s request. 
 (ii) No service charge shall be imposed in connection with any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge
payable upon exchanges pursuant to Sections 2.10, 3.06 and 9.05 of this Indenture). 
 (iii) Prior to the due presentation for
registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of, and premium (if any) and interest on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 (v) In order to effect any transfer or
exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel, in form reasonably acceptable to the Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of
such interest by the beneficial holder thereof, shall be required to be delivered to the Registrar and the Trustee. 
 (h) No Obligation
of the Trustee. 
 (i) Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary.

 (ii) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in
the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to
be given to the holders and all payments to be made to holders under the Notes shall be given or made only to the registered holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to
its members, participants and any beneficial owners. 
 (iii) The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial
owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof. 

  
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 Section 2.3 Definitive Notes. 

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A
and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in
each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received
a request from the Depository. In addition, any Affiliate of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a
Definitive Note by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company or Trustee. 

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess
thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) of this
Appendix A, bear the Restricted Notes Legend. 
 (c) The registered holder of a Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes. 

(d) In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. 

  
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 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Insert the Restricted
Notes Legend, if applicable, pursuant to the provisions of the Indenture] 
 [Insert the Regulation S Legend, if applicable, pursuant to the provisions of
the Indenture] 
 [Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture] 

[Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the Indenture] 

  
 A-1 













 CUSIP [            ] 

ISIN [            ]1 

[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE 

4.00% Senior Notes due 2028 
  

			
	 No. [RA-    ] [RS-    ] [RIAI-    ] [U-    ]
	  	[$            ]2

 FAIR ISAAC CORPORATION 

promises to pay to CEDE & CO. or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto] [of $             (             Dollars)]3 on June 15,
2028. 
 Interest Payment Dates: June 15 and December 15 

Record Dates: June 1 and December 1 
   

 

	1 	 Rule 144A Note CUSIP: 303250 AF1 



Rule 144A Note ISIN: US303250AF16 

Regulation S Note CUSIP: U2947R AB5 

Regulation S Note ISIN: USU2947RAB51 

IAI Note CUSIP: To be obtained if necessary 

IAI Note ISIN: To be obtained if necessary 

CUSIP for Unrestricted Global Note: To be obtained if necessary 

ISIN for Unrestricted Global Note: To be obtained if necessary 

	2 	 Include in Global Notes. 



	3 	 Include in Definitive Notes 



  
 A-2 













 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	FAIR ISAAC CORPORATION


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Notes referred to in the within-mentioned Indenture: 

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee


 
			
		
	By:	 	  

		 	Authorized Signatory


 Dated: 

  
 A-4 













 [Reverse Side of Note] 

4.00% Senior Notes due 2028 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. INTEREST. FAIR ISAAC CORPORATION, a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 4.00% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”). If any such day is not
a Business Day, interest shall be payable on the next succeeding Business Day with the same force and effect and no interest shall accrue for the intervening period. Interest on the Notes shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from and including December 6, 2019; provided that the first Interest Payment Date shall be June 15, 2020. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF
PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at the close of business on the June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding the
related Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for
such purpose or, at the option of the Company, payment of interest and premium, if any, may be made by check mailed to the holders at their respective addresses set forth in the Note Register; provided that payment by wire transfer of
immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Notes and all other Notes the holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at
least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice to the holders. The Company may act in any such capacity. 

4. INDENTURE. The Company issued the Notes under an Indenture, dated as of December 6, 2019 (as amended or supplemented from time to
time, the “Indenture”), among the Company, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Company designated as its 4.00% Senior Notes due 2028. The Company shall be
entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the Indenture. The terms of the Notes include
those stated in the Indenture. The Notes are subject to all such terms, and holders are referred to the Indenture for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the
Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of a Change of Control Offer, as further
described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

6. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require 

  
 A-5 













 
a holder, among other things, to furnish appropriate endorsements and transfer documents, and holders shall be required to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of Control Offer, except for the unredeemed portion of any Note being redeemed or
repurchased in part. 
 7. PERSONS DEEMED OWNERS. The registered holder of a Note may be treated as its owner for all purposes. 

8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

 9. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the
occurrence of an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the holders shall be as set forth in the applicable provisions of the Indenture. 

10. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 11. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 12. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices as a convenience to holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon. 

The Company shall furnish to any holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company
at the following address: 
  

			
	Fair Isaac Corporation
	181 Metro Drive, Suite 700
	San Jose, CA 95110


			
	Fax No.:	 	408-535-1529
	Email:	 	mikemclaughlin@fico.com
	 Attention:
	 	Executive Vice President and Chief Financial Officer



  
 A-6 













 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	 
		  	(Insert assignee’s legal name)


			
		
	 	  	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	 
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)


			
		
	and irrevocably appoint	  	 


					
	 	 	 to transfer this Note on the books of the Company. The agent may
substitute



			
	 another to act for him.


  

					
	Date:	  	 	  	
		  		  	

  

							
		  	 	Your Signature:	 	  	  

		  				  	(Sign exactly as your name appears on the face of this Note)

  

					
	 Signature Guarantee*:
	  	 	  	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES 

U.S. Bank National Association 
 West Side Flats, St. Paul 

60 Livingston Ave 
 Saint Paul, MN 55107 

EP-MN-WS3C 

			
	Fax No.:	  	651-466-7430
	Email:	  	rick.prokosch@usbank.com
	Attention:	  	Corporate Trust

 This certificate relates to $             principal amount of
Notes held in (check applicable space)              book-entry or              definitive form by the undersigned. 

The undersigned (check one box below): 
  

	☐	 has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note
held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the
Indenture; or 


  

	☐	 has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 

 

					
	(1)	  	☐	  	to the Company or subsidiary thereof; or
			
	(2)	  	☐	  	to the Registrar for registration in the name of the holder, without transfer; or
			
	(3)	  	☐	  	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or
			
	(4)	  	☐	  	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the
account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or
			
	(5)	  	☐	  	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to
the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or
			
	(6)	  	☐	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements;
or
			
	(7)	  	☐	  	pursuant to Rule 144 under the Securities Act; or
			
	(8)	  	☐	  	pursuant to another available exemption from registration under the Securities Act.



  
 A-8 













 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. 
  

					
		 		 	  

		 		 	Your Signature
			
	Date:	 	  
	 	  

		 		 	Signature of Signature Guarantor

 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A. 
  

					
	Dated:	 	  
	 	  

		 		 	NOTICE: To be executed by an executive officer
		 		 	Name:
		 		 	Title:

  

					
	Signature Guarantee*:	 	  
	 	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
 A-9 













 TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL
NOTE, PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE 
 The undersigned represents and warrants that either: 

 

	☐	 the undersigned is not a dealer (as defined in the Securities Act) and is a
non-U.S. person (within the meaning of Regulation S under the Securities Act); or 


  

	☐	 the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of
Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act; or 



 

	☐	 the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note
does not constitute the whole or a part of an unsold allotment to or subscription by such dealer for the Notes. 


  

							
	Dated:	 	  
	  		 	  

		 		  		 	Your Signature


  
 A-10 













 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the appropriate box below: 

[    ] Section 4.10 
 If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 of the Indenture, state the amount you elect to have purchased: 
  

							
		 	$        	 	($2,000 and integral multiples of
$1,000, in excess thereof)
				
	Date:
                                         
                                   	 		 		 	
				
		 		 	Your Signature:	 	                                     
         
		 		 		 	(Sign exactly as your name
appears on the face of this
Note)
			
		 		 	Tax Identification No.                              
            
			
	Signature Guarantee*:                                
                                         
                        	 		 	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 


 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $            . The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

																	
	 Date of Exchange
	  	Amount of decrease
in Principal Amount of
this Global Note	 	  	Amount of
increase
in Principal
Amount of
this
Global Note	 	  	Principal
Amount of
this Global
Note
following
such
decrease or
increase	 	  	Signature of
authorized signatory
of Trustee,
Depositary or
Custodian	 
	     
	  				  				  				  			
	     
	  				  				  				  			

  

	*	 This schedule should be included only if the Note is issued in global form. 



  
 A-11 













 EXHIBIT B 

FORM OF 
 TRANSFEREE LETTER OF
REPRESENTATION 
  

			
	Fair Isaac Corporation
	181 Metro Drive, Suite 700
	San Jose, CA 95110


			
	Fax No.:	 	408-535-1529
	Email:	 	mikemclaughlin@fico.com
	 Attention:
	 	Executive Vice President and Chief Financial Officer

  

			
	Fair Isaac Corporation
	181 Metro Drive, Suite 700
	San Jose, CA 95110


			
	Fax No.:	 	408-535-1529
	Email:	 	markscadina@fico.com
	 Attention:
	 	Executive Vice President and General Counsel and Corporate Secretary

 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of
$[                ] principal amount of the 4.00% Senior Notes due 2028 (the “Notes”) of Fair Isaac Corporation (the “Company”). 

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

 

					
	    	 	 Name:
	 	  



					
			
	    	 	Address:	 	  



					
			
	    	 	Taxpayer ID Number:	 	  


 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are
acquiring the Notes, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the
economic risk of our or its investment. 
 2. We understand that the Notes have not been registered under the Securities Act
and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the
date that is one year after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only in accordance with the Restricted Notes Legend (as such term is defined in the indenture under which the Notes were issued) on the Notes 

  
 B-1 













 
and any applicable securities laws of any state of the United States. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company
and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Notes with respect to applicable transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 

 

			
	TRANSFEREE:	 	  

		
	by:	 	  




  
 B-2 













 EXHIBIT C 

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY SUBSEQUENT GUARANTORS 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
[            ] [    ], 20[    ], among [            ] (the “Guaranteeing
Subsidiary”), a subsidiary of Fair Isaac Corporation, a Delaware corporation (the “Company”), the Company, and U.S. Bank National Association, as trustee (the “Trustee”). 

W I T N E S S E T H: 

WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of December 6, 2019, providing for the issuance of an unlimited aggregate principal amount of 4.00% Senior Notes due 2028 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and

 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the holders as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 2. Guarantor. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be
bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof. 
 3. Governing Law.
THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 4.
Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY, THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes. 
 6. Headings. The headings of the Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

  
 C-1 













 7. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Guarantee of the Guaranteeing Subsidiary or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and
the Guaranteeing Subsidiary. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like
force and effect as though fully set forth in full herein. 
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed, all as of the date first above written. 
  

			
	 [NAME OF GUARANTEEING
SUBSIDIARY]



 
			
		
	 By:
	 	  

		 	 Name:

		 	 Title:



 
			
	
	 FAIR ISAAC
CORPORATION



 
			
		
	 By:
	 	  

		 	 Name:

		 	 Title:



 
			
	
	 U.S. BANK NATIONAL ASSOCIATION as
Trustee



 
			
		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 C-2