EX-4.2




 Exhibit 4.2 
  

 
  

CHART INDUSTRIES, INC. 
 as
Issuer 
 and the Guarantors party hereto from time to time 

9.500% Senior Notes due 2031 
  

 
 INDENTURE 

Dated as of December 22, 2022 
  

 
 U.S. Bank Trust
Company, National Association 
 as Trustee 
  

 
  











 TABLE OF CONTENTS 

 

							
	ARTICLE I	  	Page	 
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  

			
	 SECTION 1.01
	 	Definitions	  	 	1	 
	 SECTION 1.02
	 	Other Definitions	  	 	36	 
	 SECTION 1.03
	 	Rules of Construction	  	 	38	 
	 SECTION 1.04
	 	No Incorporation by Reference of Trust Indenture Act	  	 	38	 
	
	 ARTICLE II
  
	  
 

	THE NOTES	  

			
	 SECTION 2.01
	 	Amount of Notes	  	 	38	 
	 SECTION 2.02
	 	Form and Dating	  	 	39	 
	 SECTION 2.03
	 	Execution and Authentication	  	 	39	 
	 SECTION 2.04
	 	Registrar and Paying Agent	  	 	40	 
	 SECTION 2.05
	 	Paying Agent to Hold Money in Trust	  	 	40	 
	 SECTION 2.06
	 	Holder Lists	  	 	40	 
	 SECTION 2.07
	 	Transfer and Exchange	  	 	41	 
	 SECTION 2.08
	 	Replacement Notes	  	 	41	 
	 SECTION 2.09
	 	Outstanding Notes	  	 	42	 
	 SECTION 2.10
	 	Cancellation	  	 	42	 
	 SECTION 2.11
	 	Defaulted Interest	  	 	42	 
	 SECTION 2.12
	 	CUSIP Numbers, ISINs, Etc.	  	 	42	 
	 SECTION 2.13
	 	Calculation of Principal Amount of and Premium on Notes	  	 	42	 
	
	 ARTICLE III
  
	  
 

	REDEMPTION	  

			
	 SECTION 3.01
	 	Optional Redemption	  	 	43	 
	 SECTION 3.02
	 	Applicability of Article	  	 	43	 
	 SECTION 3.03
	 	Notices to Trustee	  	 	43	 
	 SECTION 3.04
	 	Selection of Notes to Be Redeemed	  	 	43	 
	 SECTION 3.05
	 	Notice of Optional Redemption	  	 	43	 
	 SECTION 3.06
	 	Effect of Notice of Redemption	  	 	44	 
	 SECTION 3.07
	 	Deposit of Redemption Price	  	 	45	 
	 SECTION 3.08
	 	Notes Redeemed in Part	  	 	45	 
	 SECTION 3.09
	 	Special Mandatory Redemption	  	 	45	 
		
	 ARTICLE IV
  

COVENANTS
	  			
			
	 SECTION 4.01
	 	Payment of Notes	  	 	45	 
	 SECTION 4.02
	 	Reports and Other Information	  	 	46	 
	 SECTION 4.03
	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	47	 
	 SECTION 4.04
	 	Limitation on Restricted Payments	  	 	54	 
	 SECTION 4.05
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	59	 
	 SECTION 4.06
	 	Asset Sales	  	 	60	 
	 SECTION 4.07
	 	Transactions with Affiliates	  	 	63	 
	 SECTION 4.08
	 	Change of Control	  	 	65	 
	 SECTION 4.09
	 	Compliance Certificate	  	 	66	 
	 SECTION 4.10
	 	Reserved	  	 	67	 
	 SECTION 4.11
	 	Future Subsidiary Guarantors	  	 	67	 


  
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	 	 	 	  	Page	 
			
	 SECTION 4.12
	 	Liens	  	 	67	 
	 SECTION 4.13
	 	[Intentionally Omitted]	  	 	68	 
	 SECTION 4.14
	 	Maintenance of Office or Agency	  	 	68	 
	 SECTION 4.15
	 	Covenant Suspension	  	 	68	 
	 ARTICLE V
  
	  
 

	SUCCESSOR COMPANY	  

			
	 SECTION 5.01
	 	When the Issuer and Subsidiary Guarantors May Merge or Transfer Assets	  	 	69	 
	
	 ARTICLE VI
  
	  
 

	DEFAULTS AND REMEDIES	  

			
	 SECTION 6.01
	 	Events of Default	  	 	70	 
	 SECTION 6.02
	 	Acceleration	  	 	72	 
	 SECTION 6.03
	 	Other Remedies	  	 	72	 
	 SECTION 6.04
	 	Waiver of Past Defaults	  	 	72	 
	 SECTION 6.05
	 	Control by Majority	  	 	72	 
	 SECTION 6.06
	 	Limitation on Suits	  	 	73	 
	 SECTION 6.07
	 	Contractual Rights of the Holders to Receive Payment	  	 	73	 
	 SECTION 6.08
	 	Collection Suit by Trustee	  	 	73	 
	 SECTION 6.09
	 	Trustee May File Proofs of Claim	  	 	73	 
	 SECTION 6.10
	 	Priorities	  	 	73	 
	 SECTION 6.11
	 	Undertaking for Costs	  	 	74	 
	 SECTION 6.12
	 	Waiver of Stay or Extension Laws	  	 	74	 
	
	 ARTICLE VII
  
	  
 

	TRUSTEE	  

			
	 SECTION 7.01
	 	Duties of Trustee	  	 	74	 
	 SECTION 7.02
	 	Rights of Trustee	  	 	75	 
	 SECTION 7.03
	 	Individual Rights of Trustee	  	 	77	 
	 SECTION 7.04
	 	Trustee’s Disclaimer	  	 	77	 
	 SECTION 7.05
	 	Notice of Default	  	 	77	 
	 SECTION 7.06
	 	[Intentionally Omitted]	  	 	77	 
	 SECTION 7.07
	 	Compensation and Indemnity	  	 	77	 
	 SECTION 7.08
	 	Replacement of Trustee	  	 	78	 
	 SECTION 7.09
	 	Successor Trustee by Merger	  	 	79	 
	 SECTION 7.10
	 	Eligibility; Disqualification	  	 	79	 
	 SECTION 7.11
	 	Preferential Collection of Claims Against the Issuer	  	 	79	 
	
	 ARTICLE VIII
  
	  
 

	DISCHARGE OF INDENTURE; DEFEASANCE	  

			
	 SECTION 8.01
	 	Discharge of Liability on Notes; Defeasance	  	 	79	 
	 SECTION 8.02
	 	Conditions to Defeasance	  	 	80	 
	 SECTION 8.03
	 	Application of Trust Money	  	 	81	 
	 SECTION 8.04
	 	Repayment to Issuer	  	 	81	 
	 SECTION 8.05
	 	Indemnity for U.S. Government Obligations	  	 	81	 
	 SECTION 8.06
	 	Reinstatement	  	 	82	 
	
	 ARTICLE IX
  
	  
 

	AMENDMENTS AND WAIVERS	  

			
	 SECTION 9.01
	 	Without Consent of the Holders	  	 	82	 


  
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	 	 	 	  	Page	 
			
	 SECTION 9.02
	 	With Consent of the Holders	  	 	83	 
	 SECTION 9.03
	 	Revocation and Effect of Consents and Waivers	  	 	83	 
	 SECTION 9.04
	 	Notation on or Exchange of Notes	  	 	84	 
	 SECTION 9.05
	 	Trustee to Sign Amendments	  	 	84	 
	 SECTION 9.06
	 	Additional Voting Terms; Calculation of Principal Amount	  	 	84	 
	
	 ARTICLE X
  
	  
 

	[Intentionally Omitted]	  

	
	 ARTICLE XI
  
	  
 

	[Intentionally Omitted]	  

	
	 ARTICLE XII
  
	  
 

	GUARANTEE	  

			
	 SECTION 12.01
	 	Guarantee	  	 	85	 
	 SECTION 12.02
	 	Limitation on Liability	  	 	86	 
	 SECTION 12.03
	 	Successors and Assigns	  	 	87	 
	 SECTION 12.04
	 	No Waiver	  	 	87	 
	 SECTION 12.05
	 	Modification	  	 	87	 
	 SECTION 12.06
	 	Execution of Supplemental Indenture for Future Subsidiary Guarantors	  	 	87	 
	 SECTION 12.07
	 	Non-Impairment	  	 	88	 
	
	 ARTICLE XIII
  
	  
 

	ESCROW ARRANGEMENTS	  

			
	 SECTION 13.01
	 	Escrow Account	  	 	88	 
	 SECTION 13.02
	 	Release of Escrowed Property	  	 	88	 
	 SECTION 13.03
	 	Escrow Agreement	  	 	88	 
	
	 ARTICLE XIV
  
	  
 

	MISCELLANEOUS	  

			
	 SECTION 14.01
	 	[Intentionally Omitted]	  	 	88	 
	 SECTION 14.02
	 	Notices	  	 	88	 
	 SECTION 14.03
	 	[Intentionally Omitted]	  	 	89	 
	 SECTION 14.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	89	 
	 SECTION 14.05
	 	Statements Required in Certificate or Opinion	  	 	89	 
	 SECTION 14.06
	 	When Notes Disregarded	  	 	89	 
	 SECTION 14.07
	 	Rules by Trustee, Paying Agent and Registrar	  	 	89	 
	 SECTION 14.08
	 	Legal Holidays	  	 	89	 
	 SECTION 14.09
	 	GOVERNING LAW; Consent to Jurisdiction	  	 	90	 
	 SECTION 14.10
	 	No Recourse Against Others	  	 	90	 
	 SECTION 14.11
	 	Successors	  	 	90	 
	 SECTION 14.12
	 	Multiple Originals; E-Signatures	  	 	90	 
	 SECTION 14.13
	 	Table of Contents; Headings	  	 	90	 
	 SECTION 14.14
	 	Indenture Controls	  	 	90	 
	 SECTION 14.15
	 	Severability	  	 	90	 
	 SECTION 14.16
	 	Waiver of Jury Trial	  	 	90	 
	 SECTION 14.17
	 	Calculations	  	 	90	 
	 SECTION 14.18
	 	USA Patriot Act	  	 	91	 

  

					
	 AppendixA   –   Provisions Relating to Initial Notes and
Additional Notes



  
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 EXHIBIT INDEX 

 

					
	Exhibit A	  	–  	  	Form of Initial Note
	Exhibit B	  	–  	  	Form of Transferee Letter of Representation
	Exhibit C	  	–  	  	Form of Supplemental Indenture (Future Guarantors)


  
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 INDENTURE, dated as of December 22, 2022, among Chart Industries, Inc., a Delaware
corporation (the “Issuer”), the Guarantors party hereto from time to time (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of
(i) $510,000,000 aggregate principal amount of the Issuer’s 9.500% Senior Notes due 2031 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued from time to time (together with the Initial
Notes, the “Notes”): 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01 Definitions. 

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of EBITDA
of such Acquired Entity or Business (determined as if references to the Issuer and the other Subsidiaries in the definition of “EBITDA” (and in the component financial definitions used therein) were references to such Acquired Entity or
Business and its Subsidiaries that will become Subsidiaries upon the acquisition of such Acquired Entity or Business), all as determined on a consolidated basis in accordance with GAAP for such Acquired Entity or Business, and shall, for the
avoidance of doubt, include the EBITDA acquired in the Acquisition. 
 “Acquired Indebtedness” means, with respect to any
specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a
Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with
respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets. 

“Acquisition” means the acquisition by the Issuer, directly or indirectly, of all of the outstanding equity interests of
Granite Holdings II B.V., a Dutch private limited liability company, Granite US Holdings LP, a Delaware limited partnership, Granite Acquisition GmbH, a German limited liability company, Granite Canada Holdings Acquisition Corp., a corporation
formed pursuant to the laws of British Columbia, and HowMex Holdings, S. de R.L. de C.V., a Mexican limited liability company, pursuant to the Acquisition Agreement. 

“Acquisition Agreement” means the Equity Purchase Agreement, dated November 8, 2022, by and among (i) Granite
Holdings I B.V., Granite Holdings II B.V, and Granite US Holdings GP, LLC, (ii) Granite US Holdings LP, Granite Acquisition GmbH, Granite Canada Holdings Acquisition Corp., and HowMex Holdings, S. de R.L. de C.V., and (iii) the Issuer, as
amended through the Issue Date. 
 “Additional Notes” means the Notes issued under the terms of this Indenture subsequent
to the Issue Date. 
 “Additional Refinancing Amount” means, in connection with the Incurrence of any Refinancing
Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, any accrued and unpaid dividends, premiums (including tender premiums), expenses, defeasance
costs and fees in respect thereof (including original issue discount, upfront fees or similar fees). 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 











 “Applicable Premium” means, with respect to any Note on any applicable
redemption date, as determined by the Issuer, the greater of: 
  

	 	(1)	 1% of the then outstanding principal amount of the Note; and 



 

	 	(2)	 the excess of: 



(a) the present value at such redemption date of (i) 104.750% of the principal amount of such Note plus
(ii) all required interest payments due on the Note through January 1, 2026 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such redemption date plus
50 basis points; over 
 (b) the then outstanding principal amount of the Note. 

“Asset Sale” means: 
  

	 	(1)	 the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related
transactions) of property or assets (including by way of Sale/Leaseback Transactions) outside the ordinary course of business of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or



  

	 	(2)	 the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to
foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),



 in each case other than: 
  

	 	(a)	 a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or
equipment in the ordinary course of business or consistent with past practice or industry norm or assets otherwise no longer used or useful in the business of the Issuer or its Restricted Subsidiaries (as determined in good faith by the Issuer);



  

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


  

	 	(c)	 any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
Section 4.04; 


  

	 	(d)	 any disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of
the Issuer or any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good faith by the Issuer) of less than $50.0 million; 



 

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


  

	 	(f)	 any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar
Business of comparable or greater market value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith by the Issuer; 



 

	 	(g)	 foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any property
or other asset of the Issuer or any of the Restricted Subsidiaries; 


  

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




  
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	 	(i)	 the lease, assignment, sublease, license or sub-license of any real or
personal property in the ordinary course of business or consistent with past practice; 


  

	 	(j)	 any sale, discount or other disposition of inventory or other assets in the ordinary course of business;



  

	 	(k)	 any grant in the ordinary course of business or consistent with past practice of any license or sublicense of
patents, trademarks, know-how or any other intellectual property; 


  

	 	(l)	 any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services
including in connection with any outsourcing agreements, similar assets or assets used in a similar business of comparable or greater value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good
faith by the Issuer; 


  

	 	(m)	 any disposition (including by capital contribution), pledge, factoring, transfer or sale of
(i) Securitization Assets to any Special Purpose Securitization Subsidiary or otherwise and (ii) any other Securitization Assets subject to Liens securing Permitted Securitization Financings; 



 

	 	(n)	 any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary
after the Issue Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture; 


  

	 	(o)	 dispositions in connection with Permitted Liens; 



 

	 	(p)	 any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with
or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such
acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 


  

	 	(q)	 the sale of any property in a Sale/Leaseback Transaction within twelve months of the acquisition of such
property; 


  

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


  

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


  

	 	(t)	 any disposition made pursuant to or contemplated by the Acquisition Agreement (as in effect on the Issue Date)
or in connection with the Transactions; and 


  

	 	(u)	 to the extent constituting an Asset Sale, any termination, settlement, extinguishment or unwinding of Hedging
Obligations. 


 “Bank Indebtedness” means any and all amounts payable under or in respect of (a) the
Credit Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or
otherwise modified from time to time (including after termination of the Credit Agreement), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness
under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including
principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the obligors thereunder whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof (except to the 

  
 3 












 
extent any such refinancing, replacement, restructuring or other agreement or instrument is designated by the Issuer to not be included in the definition of “Bank Indebtedness”) and
(b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Issuer to be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for
revolving credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters
of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other
Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

 “Bankruptcy Code” means Title 11 of the United States Code. 

“Board of Directors” means, as to any Person, the board of directors or managers or other governing body, as applicable, of
such Person or any direct or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City or the place of payment. 
 “Capital Stock” means: (1) in the case of a
corporation, corporate stock or shares, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (3) in the case of a
partnership or limited liability company, limited liability partnership, partnership or membership interests (whether general or limited), and (4) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the
time any determination thereof is to be made, the amount of the liability in respect of a capital or financial 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 Issuer or its Restricted Subsidiaries, or of a special purpose or other entity not consolidated with the Issuer and its Restricted Subsidiaries, either existing on the Issue
Date or created thereafter that (a) initially were not included on the consolidated balance sheet of the Issuer as capital or financial lease obligations and were subsequently recharacterized as capital or financial lease obligations or, in the
case of such a special purpose or other entity becoming consolidated with the Issuer and its Restricted Subsidiaries were required to be characterized as capital or financial 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 capital or financial lease obligations but would not have been required to be treated as capital or financial lease
obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness. For the avoidance of doubt, to the extent any lease expense is included in the calculation of
EBITDA, the related liability shall not be treated as Capitalized Lease Obligations or Indebtedness. 
 “Capitalized Software
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or
internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Restricted Subsidiaries. 

“Cash Equivalents” means: 
  

	 	(1)	 U.S. dollars, Canadian dollars, pounds sterling, euros, the national currency of any member state in the
European Union or such local currencies held by an entity from time to time in the ordinary course of business; 



  
 4 













	 	(2)	 securities issued or directly and fully guaranteed or insured by the U.S. government, a Canadian government or
any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition; 



 

	 	(3)	 certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose
long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); 



 

	 	(4)	 repurchase obligations for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified in clause (3) above; 


  

	 	(5)	 commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date
of acquisition; 


  

	 	(6)	 readily marketable direct obligations issued by any state of the United States of America or Canada or any
political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not
exceeding two years from the date of acquisition; 


  

	 	(7)	 Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;



  

	 	(8)	 investment funds investing at least 95% of their assets in securities of the types described in clauses
(1) through (7) above; 


  

	 	(9)	 instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign
currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with
any business conducted by any Subsidiary organized in such jurisdiction; and 


  

	 	(10)	 credit card receivables to the extent included in cash and cash equivalents on the consolidated balance sheet
of such Person. 


 “cash management services” means cash management services for collections, treasury
management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships,
commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer
services, lockbox services, stop payment services and wire transfer services. 
 “Change of Control” means the occurrence
of either of the following: 
  

	 	(1)	 the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets
of the Issuer and its Subsidiaries, taken as a whole, to a Person; or 


  

	 	(2)	 the consummation of any acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer. 



  
 5 












 Notwithstanding the foregoing, (A) the transfer of assets between or among the Issuer
and its Restricted Subsidiaries shall not itself constitute a Change of Control and (B) a Person or group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar
agreement (or voting or option agreement related thereto) prior to the consummation of the transactions contemplated by such agreement. In addition, notwithstanding the foregoing, a transaction in which the Issuer or a parent entity of the Issuer
becomes a Subsidiary of another Person shall not constitute a Change of Control if the equityholders of the Issuer or such parent entity immediately prior to such transaction beneficially own, directly or indirectly through one or more
intermediaries, at least a majority of the total voting power of the Voting Stock of the Issuer or such Person immediately following the consummation of such transaction, substantially in proportion to their holdings of the equity of the Issuer or
such parent entity prior to such transaction (such Person, the “New Parent”). 
 “Code” means the Internal
Revenue Code of 1986, as amended. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),
as amended from time to time, and any successor statute. 
 “Completion Date” means, if the Acquisition has been
consummated on or prior to the Issue Date, the Issue Date or, if the Acquisition has been consummated after the Issue Date, the Escrow Release Date. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of
depreciation and amortization expense, including the amortization of intangible assets, deferred financing fees, original issue discount, Capitalized Software Expenditures, development costs, capitalized customer acquisition costs, amortization of
unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance
with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without
duplication, of: 
  

	 	(1)	 Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, to the extent
such expense was deducted in computing Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant to interest rate Hedging Obligations, amortization of deferred
financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to
movement in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus 


  

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


  

	 	(3)	 commissions, discounts, yield and other fees and charges Incurred in connection with any Permitted
Securitization Financing which are payable to Persons other than the Issuer and the Restricted Subsidiaries; minus 


  

	 	(4)	 interest income for such period. 



For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

  
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 “Consolidated Net Income” means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis; provided, however, that: 
  

	 	(1)	 any net after-tax extraordinary, unusual or nonrecurring gains or
losses (less all fees and expenses related thereto) or income or expenses or charges (including, without limitation, any pension expense, casualty losses, severance expenses, facility closure expenses, system establishment costs, relocation expenses
and other restructuring expenses, benefit plan curtailment expenses, bankruptcy reorganization claims, settlement and related expenses and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment,
acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), including all fees, expenses and charges related to the Transactions), in each case, shall be excluded, 



 

	 	(2)	 any net after-tax income or loss from discontinued operations and any
net after-tax gain or loss on disposal of discontinued operations shall be excluded, 


  

	 	(3)	 any net after-tax gain or loss (including the effect of all fees and
expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith senior management or by the Board of Directors of the Issuer) shall be
excluded, 


  

	 	(4)	 any net after-tax income or loss (including the effect of all fees and
expenses or charges relating thereto) attributable to the early extinguishment of indebtedness (including obligations under Hedging Obligations) shall be excluded, 



 

	 	(5)	 (A) the Net Income for such period of any Person that is not a Subsidiary of such Person (unless such Person is
required to be consolidated with the Issuer pursuant to Accounting Standards Codification 810-10 (previously referred to as Statement of Financial Accounting Standard 167)), or that is accounted for by the
equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Subsidiary thereof in respect of such
period and (B) the Net Income for such period shall include any dividend, distribution or other payment in respect of equity paid in cash by such Person in excess of the amounts included in clause (A), 



 

	 	(6)	 the Net Income for such period of any Subsidiary that is not a Subsidiary Guarantor shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by such Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or
indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Subsidiary or its stockholders or members, unless such restriction with
respect to the payment of dividends or in similar distributions has been legally waived (provided that the net loss of any such Subsidiary shall be included to the extent funds are disbursed by such Person or any other Subsidiary of such Person in
respect of such loss and that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Subsidiary to the
Issuer or another Subsidiary in respect of such period to the extent not already included therein), 


  

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


  

	 	(8)	 any non-cash charges from the application of the purchase method of
accounting in connection with any acquisition, to the extent such charges are deducted in computing such Consolidated Net Income, shall be excluded, 



  
 7 













	 	(9)	 accruals and reserves that are established or adjusted in connection with the Transactions or within twelve
months after the Issue Date or the closing of any acquisition and that are so required to be established in accordance with GAAP shall be excluded, 


  

	 	(10)	 any non-cash expenses (including, without limitation, write-downs and
impairment of property, plant, equipment and intangibles and other long-lived assets) shall be excluded, 


  

	 	(11)	 any long-term incentive plan accruals and any non-cash compensation
expense realized from grants of stock appreciation or similar rights, stock options, any restricted stock plan or other rights to officers, directors and employees of such Person or any of its Subsidiaries shall be excluded, and



  

	 	(12)	 Consolidated Net Income for any Person shall be reduced by any cash payments made during such period in respect
of the items described in clauses (viii), (x) and (xi) above subsequent to the fiscal quarter in which the relevant non-cash amount was incurred. 



Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04
pursuant to clauses (5) and (6) of the definition of “Cumulative Credit”. 
 “Consolidated Non-Cash Charges” means, with respect to any Person for any period, the non-cash charges (other than Consolidated Depreciation and Amortization Expense) of such
Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any such
non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period
to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period. 

“Consolidated Total Assets” means the total consolidated assets of the Issuer and the Restricted Subsidiaries, as shown on
the most recent balance sheet of the Issuer, without giving effect to any impairment or amortization of the amount of intangible assets since September 30, 2022, calculated on a pro forma basis after giving effect to any subsequent acquisition
or disposition of a Person or business. 
 “Consolidated Total Indebtedness” means, as of any date of determination, an
amount equal to the sum (without duplication) of (1) the aggregate principal amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries (excluding any undrawn letters of credit or bank guarantees) consisting of
Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified Stock
and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP; provided that Consolidated Total Indebtedness shall be
increased or decreased, as applicable, by the amount of the net value of all currency Hedging Obligations entered into by the Issuer and the Restricted Subsidiaries with the intent of synthetically converting portions of Consolidated Total
Indebtedness into certain foreign currencies. For the purposes of calculating such adjustment to the value of Consolidated Total Indebtedness, the net value of each such currency Hedging Obligation will equal the difference between (a) the
outstanding U.S. Dollar notional amount and (b) the outstanding foreign currency notional amount converted into U.S. Dollars at the average foreign exchange rate that is being used in the Issuer’s financial statements for the
corresponding period of four fiscal quarters as determined by the Issuer in good faith. 
 “Contingent Obligations” means,
with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 

  
 8 













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



  

	 	(2)	 to advance or supply funds: (a) for the purchase or payment of any such primary obligation; or (b) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or 


  

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



“Corporate Trust Office” means the designated office of the Trustee in the United States of America specified in
Section 14.02 at which at any time its corporate trust business relating to this Indenture shall be administered, or such other address as the Trustee may designate from time to time by notice to the holders and the Issuer, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the holders and the Issuer). 

“Credit Agreement” means (i) the credit agreement entered into on or prior to the Issue Date among the Issuer, Chart
Industries Luxembourg S.À R.L., Chart Asia Investment Company Limited, the other foreign borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the
financial institutions named therein, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from
time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any
successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring or agreement
or instrument is designated by the Issuer to not be included in the definition of “Credit Agreement”) and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be
included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving loans, bridge loans, credit loans, term loans, securitization or receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including
convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case,
as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant thereto and
the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time. 

“Cumulative Credit” means the sum of (without duplication): 

 

	 	(1)	 (a) the greater of $100.0 million and 0.10 multiplied by the Pro Forma EBITDA of the Issuer for the most
recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect
thereto as if such event occurred at the beginning of such four fiscal quarters plus (b) an amount, not less than zero in the aggregate, equal to 50% of Consolidated Net Income of the Issuer for the period (taken as one accounting period) from
October 1, 2022 to the end of the Issuer’s most recently ended fiscal quarter for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) at the time of such
Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus 



  
 9 













	 	(2)	 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by
the Issuer) of property other than cash, received by the Issuer after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to
Section 4.03(b)(xiii)) from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, and
Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to the Issuer or a Restricted Subsidiary), plus 



 

	 	(3)	 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market
Value (as determined in good faith by the Issuer) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the
extent such contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus 


  

	 	(4)	 100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase
price, as the case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged
for Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided, in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus



  

	 	(5)	 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market
Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary from: 


  

	 	(A)	 the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on
Investments from, Restricted Investments made by the Issuer and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and the Restricted Subsidiaries by any Person (other than the Issuer or
any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to
Section 4.04(b)(vii)), 


  

	 	(B)	 the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted
Subsidiary, or 


  

	 	(C)	 a distribution or dividend from an Unrestricted Subsidiary, plus 



 

	 	(6)	 in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged,
consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer or the
Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such
Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or constituted a Permitted Investment), plus 


  

	 	(7)	 100% of the aggregate Remaining Excess Proceeds. 



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

“Designated Non-cash Consideration” means the Fair Market Value (as determined in
good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated
Non-cash Consideration pursuant to an Officer’s Certificate, setting forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of, or other receipt of Cash
Equivalents in respect of, such Designated Non-cash Consideration. 

  
 10 












 “Designated Preferred Stock” means Preferred Stock of the Issuer or any
direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof. 

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

	 	(1)	 matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a
result of a change of control or asset sale), 


  

	 	(2)	 is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted
Subsidiaries, or 


  

	 	(3)	 is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a
change of control or asset sale), 


 in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the
Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior
to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer 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 such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such
employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not
Disqualified Stock shall not be deemed to be Disqualified Stock. 
 “Domestic Subsidiary” means a Restricted Subsidiary
that is not a Foreign Subsidiary. 
 “EBITDA” means, with respect to the Issuer and its Subsidiaries on a consolidated
basis for any period, the Consolidated Net Income of the Issuer and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described this clause (a) reduced such
Consolidated Net Income (other than subclauses (xiv) and (xv)) for the respective period for which EBITDA is being determined): 
  

	 	(i)	 provision for Taxes based on income, profits, losses or capital of the Issuer and its Subsidiaries for such
period to the extent that such provision for Taxes was deducted in calculating Consolidated Net Income; adjusted for the tax effect of all adjustments made to Consolidated Net Income, 



 

	 	(ii)	 Consolidated Interest Expense for such period, 



 

	 	(iii)	 Consolidated Depreciation and Amortization Expense for such period, 



 

	 	(iv)	 the amount of any restructuring charges (which, for the avoidance of doubt, shall include retention, severance,
systems establishment cost or excess pension, other post-employment benefits, curtailment or other excess charges), 


  

	 	(v)	 Consolidated Non-Cash Charges, 



 

	 	(vi)	 equity earnings losses in Affiliates unless funds have been disbursed to such Affiliates by the Issuer or any
Subsidiary of the Issuer, 


  

	 	(vii)	 other non-operating expenses, 



  
 11 













	 	(viii)	 the minority interest expense consisting of Subsidiary income attributable to minority equity interests of
third parties in any non-Wholly Owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties, 



 

	 	(ix)	 accretion of asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement
Obligations, and any similar accounting in prior periods, 


  

	 	(x)	 transaction costs and similar amounts that would be required to be expensed as a result of the application of
SFAS No. 141(R), 


  

	 	(xi)	 charges, losses, lost profits, expenses (including litigation expenses, fee and charges) or write-offs to the
extent indemnified or insured by a third party, including expenses or losses covered by indemnification provisions or by any insurance provider in connection with any acquisition or Investment, disposition or any casualty event, in each case, to the
extent that coverage has not been denied and so long as such amounts are actually reimbursed in cash within one year after the related amount is first added to EBITDA pursuant to this clause (xi) (and if not so reimbursed within one year, such
amount shall be deducted from EBITDA during the next measurement period), 


  

	 	(xii)	 any non-cash loss attributable to the mark to market movement in the
valuation of any Equity Interests and Hedging Obligations or other derivative instruments (in each case, including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact
resulting from such loss has not been realized), 


  

	 	(xiii)	 any costs or expenses associated with any acquisition, disposition, Investment, Equity Offering or incurrence
of Indebtedness permitted hereunder (whether or not consummated or incurred, as applicable), 


  

	 	(xiv)	  [reserved], 


  

	 	(xv)	 any run-rate cost savings (including cost savings with respect to
salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings and any savings expected to result from the reduction of a public target’s public company costs), operating expense
reductions, operating improvements (including the entry into material contracts or arrangements), deal-related and integration, restructuring and severance costs and synergies (in each case, net of amounts actually realized) related to any
acquisition, with respect to which substantial steps have been taken or are that are expected to be taken within twenty-four (24) months after the date of consummation of such acquisition; provided that the adjustments added back
pursuant to this clause (xv) and (A) such adjustments are in accordance with Regulation S-X or (B) such adjustments are reasonably projected in good faith by the Issuer to be achieved in connection
with any such event within the 24-month period following the consummation of such event, that are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Issuer (the
“Additional Adjustments”) during such period (other than any such deal-related and integration, restructuring and severance costs relating to the Acquisition not to exceed $20.0 million, or any such cost savings, operating
expense reductions, operating improvements or synergies relating to the Acquisition) shall not exceed 25% of EBITDA for such period (calculated after giving effect to the add-back of any item pursuant to this
clause (xv) and clause (xvii) below, together with any Additional Adjustments), net of the amount of actual benefits realized from such actions (it being understood that “run rate” means the full reasonably expected recurring
benefit that is associated with the relevant action); provided further that such adjustments added back pursuant to this clause (xv) are reasonably identifiable and factually supportable, 



 

	 	(xvi)	  fees and expenses incurred in connection with the Acquisition, and 



 

	 	(xvii)	  one-time, extraordinary, unusual,
non-recurring expenses and charges (provided that the aggregate amount of such expenses and charges permitted to be added back pursuant to this clause (xvi) during such period of the Issuer shall not
exceed 15% of EBITDA for such period (calculated after giving effect to the add-back of any item pursuant to this clause (xvii) and clause (xv) above, together with any Additional Adjustments),




  
 12 












 minus (b) the sum of (in each case without duplication and to the extent the respective amounts
described in subclauses (i) and (ii) of this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined): 
  

	 	(i)	 non-cash items increasing Consolidated Net Income of the Issuer and its
Subsidiaries for such period (but excluding any such items which represent the reversal in such period of any accrual of, or cash reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required), and



  

	 	(ii)	 any non-cash gain attributable to the mark to market movement in the
valuation of any Equity Interests and Hedging Obligations or other derivative instruments (in each case including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact
resulting from such gain has not been realized); 


 provided that there shall be included in determining EBITDA for any period,
without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Issuer or any other Subsidiary during such period (but not including the Acquired EBITDA of any related Person, property, business or assets to the
extent not so acquired) (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the Acquired EBITDA of such Acquired Entity or Business for such period
(including the portion thereof occurring prior to such acquisition or conversion) determined consistent with the definition of “Pro Forma EBITDA”. 

“Equity Interests” means Capital Stock and all warrants, options, profits interests or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means
any public or private sale after the Issue Date of common Capital Stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than: 

 

	 	(1)	 public offerings with respect to the Issuer’s or such direct or indirect parent’s common stock
registered on Form S-4 or Form S-8; 


  

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



 

	 	(3)	 any such public or private sale that constitutes an Excluded Contribution. 



“Escrow Account” means a segregated account, under the sole control of the Trustee, established pursuant to the Escrow
Agreement. 
 “Escrow Agent” means JPMorgan Chase Bank, N.A., in its capacity as escrow agent pursuant to the Escrow
Agreement until a successor replaces it in accordance with the applicable provisions of the Escrow Agreement, and thereafter means the successor serving thereunder. 

“Escrow Agreement” means the Escrow Agreement, dated as of the Issue Date, among the Issuer, the Trustee and the Escrow
Agent. 
 “Escrow End Date” means November 15, 2023. 

“Escrow Release Conditions” refers to the following conditions which shall have been or, substantially concurrently with the
release of the Escrowed Property, shall be, satisfied: (a) delivery by the Issuer of an Officer’s Certificate certifying that (i) all conditions precedent to the consummation of the Acquisition have been satisfied or waived (to the
extent such waiver is not materially adverse to the holders of the Notes) in accordance with the terms of the Acquisition Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation
of the Acquisition), (ii) the Acquisition will be consummated substantially 

  
 13 












 
concurrently with the release of the Escrowed Property, (iii) the Escrowed Property has been or will be used to consummate the Acquisition and (iv) the agreements governing the Credit
Agreement have become effective or will become effective substantially concurrently with the release of the Escrowed Property and the Issuer shall have borrowed under the debt facilities as described in the Offering Memorandum substantially
concurrently with the release of the Escrowed Property; (b) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrowed Property) have been satisfied or waived, and prior
to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition will be available to the Issuer on the date the Escrowed Property is
released; and (c) to the extent not already a Guarantor, each of the Issuer’s Wholly Owned Subsidiaries that are Restricted Subsidiaries that guarantees obligations under the Credit Agreement on the Escrow Release Date shall, by
supplemental indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Property shall become, a Guarantor of the Notes. 

“Escrow Release Date” means the date on which the Escrow Agent releases the Escrowed Property (as defined in the Escrow
Agreement) in accordance with the Escrow Agreement. 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Excluded Contributions” means the Cash
Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from: (1) contributions to its common equity
capital, and (2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Equity Interests (other than Disqualified
Stock and Designated Preferred Stock) of the Issuer, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate. 

“Excluded Subsidiary” means (a) each Unrestricted Subsidiary, (b) each Subsidiary that is not a Wholly Owned
Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), (c) each Subsidiary that is prohibited from guaranteeing the Notes by any requirement of law or that would require
consent, approval, license or authorization of a governmental (including regulatory) authority to guarantee the Notes (unless such consent, approval, license or authorization has been received), (d) each Subsidiary that is prohibited by any
applicable contractual requirement from guaranteeing the Notes on the Issue Date or at the time such Subsidiary becomes a Subsidiary (and in each case for so long as such restriction or any replacement or renewal thereof is in effect), (e) any
Foreign Subsidiary that is not organized in a Security Jurisdiction, (f) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is not organized in a Security Jurisdiction, (g) any Special Purpose
Securitization Subsidiary, (h) any not-for-profit Subsidiary or captive insurance Subsidiary, (i) any Subsidiary (other than a Significant Subsidiary) that
(i) did not, as of the last day of the fiscal quarter of the Issuer most recently ended, have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and
the Restricted Subsidiaries on a consolidated basis as of such date and (ii) taken together with all other such Subsidiaries being excluded pursuant to this clause (i), as of the last day of the fiscal quarter of the Issuer most recently
ended, did not have assets with a value in excess of 10.0% of the Consolidated Total Assets or revenues representing in excess of 10.0% of total revenues of the Issuer and the Restricted Subsidiaries on a consolidated basis as of such date (each
such Subsidiary, an “Immaterial Subsidiary”), (j) any Subsidiary for which providing a Guarantee could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Issuer,
(k) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder and (l) any Foreign Subsidiary for which the providing
of a guarantee would result in any violation or breach of, or conflict with, fiduciary duties of such Subsidiary’s officers, directors or managers directors or contravene any legal prohibition or result in a material risk of personal or
criminal liability on the part of any officer, director, member or manager of such Subsidiary; provided that the Issuer and its Subsidiaries will use all commercially reasonable efforts to remedy, mitigate and overcome any such restriction. 

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, which, in the case of an Asset Sale,
Restricted Payment or Investment shall be determined either, at the option of the Issuer, at the time of the Asset Sale, Restricted Payment or Investment or as of the date of the definitive agreement with respect to such Asset Sale, Restricted
Payment or Investment, and without giving effect to any subsequent change in value. 

  
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 “First-Priority Obligations” means (i) all Secured Bank Indebtedness
and (ii) if Hedging Obligations or obligations in respect of cash management services have been secured in the collateral that secures the First-Priority Obligations, all such other obligations of the Issuer or any of its Restricted
Subsidiaries in respect of such Hedging Obligations or obligations in respect of such cash management services in each case that are secured in the collateral that secures the First-Priority Obligations. 

“Fitch” means Fitch Ratings Inc. or any successor thereto. 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such
period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases, refinances or redeems any Indebtedness (other than in the case of any Permitted
Securitization Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Calculation Date”), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase, refinancing or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if
the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above,
Investments, acquisitions, capital expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in
accordance with GAAP) and any operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions, capital expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued
operations and other operational changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had
occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning
of such period shall have made any Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business
realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such
period as if such Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation, discontinued operations, operational change, business realignment project
or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any
Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable
four-quarter period. 
 For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer, to reflect
operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event, which adjustments (x) shall not exceed 20% of EBITDA for the applicable four fiscal quarter period
(calculated after giving effect to the adjustments in clause (xv) of the definition of “EBITDA” other than any such deal-related and integration, restructuring and severance costs relating to the Acquisition not to exceed
$20.0 million, or any such cost savings, operating expense reductions or synergies relating to the Acquisition), and (y) shall only be included to the extent that actions resulting in such operating expense reductions and other operating
improvements, synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 24 months after the date any such calculation is performed. 

  
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 If any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such
Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of
the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less
than one full fiscal quarter’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Issuer in
good faith. 
 “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:
(1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs, discounts or premiums) of such Person for such period, and (2) all cash dividend payments
(excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries. 

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America
or any state thereof or the District of Columbia. 
 “GAAP” means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any
Person means such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 

“Governmental Authority” means any federal, provincial, territorial, state, municipal, local, foreign, international or
multinational court or governmental agency, authority, instrumentality, central bank or regulatory, taxing or legislative body, including any applicable supranational bodies (such as the European Union or the European Central Bank). 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person
in good faith. 
 “Guarantee” means, collectively, any Subsidiary Guarantee. 

“Guarantor” means, collectively, any Subsidiary Guarantor; provided that upon the release or discharge of such Person
from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor. 

  
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 “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 protect such Person against 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. 
 “HTEC Co-Investment
Agreement” means that certain Co-Investment Agreement, dated as of September 7, 2021, by and among the Issuer, ISQ HTEC HoldCo Limited and ISQ Blueprint Acquisitions Inc. 

“Immaterial Subsidiary” has the meaning set forth in the definition of “Excluded Subsidiary.” 

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a
Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

 

	 	(1)	 the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed
money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase
price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business or consistent with past practice or industry norm, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business or consistent with
past practice), which purchase price is due more than twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging
Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 



 

	 	(2)	 to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor,
guarantor or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with past practice); and



  

	 	(3)	 to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by
such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Issuer) of such
asset at such date of Incurrence, and (b) the principal amount of such Indebtedness of such other Person; 


 provided,
however, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business or consistent with past practice and not in respect of borrowed money;
(2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in
respect of Permitted Securitization Financings; (5) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business or consistent with past practice; (6) obligations under
the Acquisition Agreement; (7) obligations in respect of Third Party Funds; (8) in the case of the Issuer and its Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any
roll-over or extensions of terms) and made in the ordinary course of business or consistent with past practice or industry norm and (y) intercompany liabilities in connection with cash management, tax and accounting operations of the Issuer and
its Restricted Subsidiaries; and (9) any obligations under Hedging Obligations that are not Incurred for speculative purposes. 

  
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 Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include,
and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any
purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this
sentence shall not be deemed an Incurrence of Indebtedness under this Indenture. 
 “Indenture” means this Indenture as
amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment
banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged. 

“Interest Payment Date” has the meaning set forth in Exhibit A hereto. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P or BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 
  

	 	(1)	 securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or
instrumentality thereof (other than Cash Equivalents), 


  

	 	(2)	 securities that have an Investment Grade Rating by two Rating Agencies, but excluding any debt securities or
loans or advances between and among the Issuer and its Subsidiaries, 


  

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


  

	 	(4)	 corresponding instruments in countries other than the United States customarily utilized for high quality
investments and in each case with maturities not exceeding two years from the date of acquisition. 



“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees of loans), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants and any
assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in
the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of
such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.04: 
  

	 	(1)	 “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such
Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 



 

	 	(a)	 the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less




  
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	 	(b)	 the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value
(as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and 


  

	 	(2)	 any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as
determined in good faith by the Issuer) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer. 



“Issue Date” means the date on which the Initial Notes are originally issued. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall
an operating lease or an agreement to sell be deemed to constitute a Lien. 
 “Moody’s” means Moody’s Investors
Service, Inc. or any successor to the rating agency business thereof. 
 “Net Income” means, with respect to any Person,
the net income (loss) of such Person and its Restricted Subsidiaries (including, for the avoidance of doubt, the portion of such net income (loss) attributable to non-controlling interests in less than Wholly
Owned Subsidiaries of such Person), determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset
Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by
way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other
consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof, amounts required
to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, amounts paid in connection with the termination of Hedging
Obligations related to Indebtedness repaid with such proceeds and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification
obligations associated with such transaction and payments made to holders of non-controlling interests in non-Wholly Owned Subsidiaries as a result of such Asset Sale.

 Notwithstanding the foregoing or anything to the contrary in Section 4.06, to the extent that the Issuer has determined in good
faith that repatriation (i) of any or all of the Net Proceeds of any Asset Sales by a Foreign Subsidiary is prohibited or materially delayed by applicable local law or (ii) of any or all of the Net Proceeds of any Assets Sales by a Foreign
Subsidiary could result in a material adverse tax consequence, the portion of such Net Proceeds so affected will not constitute Net Proceeds or be required to be applied in compliance with Section 4.06; provided that, in any event, the
Issuer shall use its commercially reasonable efforts to take actions within its reasonable control that are reasonably required to eliminate such tax effects; provided, further, that if at any time within one year following the date on
which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law or would not result in material adverse tax consequences, then an amount equal to
such amount of Net Proceeds so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated, whether or not they are repatriated) in
compliance with Section 4.06. 
 “New Project” means (x) each plant, facility, branch, office or business unit
which is either a new plant, facility, branch, office, business unit or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing plant, facility, branch, office or business owned by the Issuer or the Restricted
Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit, product line or service offering or each expansion (in one or series of related transactions) of business
into a new market or through a new distribution method or channel, in each case, that is under development or otherwise in process. 

  
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 “Notes Obligations” means Obligations in respect of the Notes, this
Indenture and the Guarantees. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness (including interest,
fees, expenses, indemnity claims and other monetary obligations accrued during the pendency of an insolvency proceeding, whether or not constituting an allowed claim in such proceeding); provided that Obligations with respect to the Notes
shall not include fees or indemnifications in favor of third parties other than the Trustee. 
 “Offering Memorandum” means
the offering memorandum relating to the offering of the Initial Notes, dated December 8, 2022. 
 “Officer” means the
chairman of the board, chief executive officer, chief financial officer, president, any executive vice president, senior vice president or vice president, the treasurer or the secretary of the Issuer. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer which meets the
requirements set forth in this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. 
 “Pari Passu Indebtedness” means:
(a) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Subsidiary Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of
payment to such Subsidiary Guarantor’s Guarantee. 
 “Permitted Investments” means: 

 

	 	(1)	 any Investment in the Issuer or any Restricted Subsidiary; 



 

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



 

	 	(3)	 any Investment by the Issuer or any Restricted Subsidiary in a Person if as a result of such Investment
(a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its
assets to, or is liquidated into, the Issuer or a Restricted Subsidiary; 


  

	 	(4)	 any Investment in securities or other assets not constituting Cash Equivalents and received in connection with
an Asset Sale made pursuant to Section 4.06 or any other disposition of assets not constituting an Asset Sale; 


  

	 	(5)	 any Investment existing on the Completion Date, made pursuant to binding commitments existing on the Completion
Date or in satisfaction of obligations under joint venture agreements existing on the Completion Date or any Investment consisting of any extension, modification or renewal of any such Investment, binding commitment or obligation, in each case,
existing on the Completion Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment, binding commitment or obligation, in each case, as in existence on the Completion Date or
(y) as otherwise permitted under this Indenture; 


  

	 	(6)	 loans and advances to, or guarantees of Indebtedness of, officers, directors, employees or consultants of the
Issuer or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued in good faith by the Issuer at the time of the making thereof, and without giving effect to any subsequent changes in value) not
to exceed $15.0 million, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent
of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity; 



  
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	 	(7)	 any Investment acquired by the Issuer or any Restricted Subsidiary (a) in exchange for any other
Investment or accounts receivable held by the Issuer or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or
(b) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 



 

	 	(8)	 Hedging Obligations permitted under Section 4.03(b)(x); 



 

	 	(9)	 any Investment by the Issuer or any Restricted Subsidiary in a Similar Business in an aggregate outstanding
amount (valued in good faith by the Issuer at the time of the making thereof, and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (9) that are at that time
outstanding, not to exceed the sum of (x) the greater of (i) $350.0 million and (ii) 0.40 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements
are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters plus (y) an
amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not the Issuer or a Restricted Subsidiary at the date of
the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to
this clause (9) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 


  

	 	(10)	 additional Investments by the Issuer or any Restricted Subsidiary in an aggregate outstanding amount (valued in
good faith by the Issuer at the time of the making thereof, and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed
the sum of (x) the greater of (i) $225.0 million and (ii) 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at
the Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters plus (y) an amount equal to any returns
(including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such
Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause
(10) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 


  

	 	(11)	 (a) loans and advances to officers, directors or employees for business-related travel expenses, moving
expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or industry norm or to fund such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent
of the Issuer and (b) extensions of trade credit to customers in the ordinary course of business or consistent with past practice or industry norm by the Issuer or any of its Restricted Subsidiaries; 



  
 21 













	 	(12)	 Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or
any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of “Cumulative Credit”;



  

	 	(13)	 any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the
provisions of Section 4.07(b) (except transactions described in Section 4.07(b)(ii), Section 4.07(b)(iv), Section 4.07(b)(vi), Section 4.07(b)(ix)(B) and Section 4.07(b)(xvi)); 



 

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


  

	 	(15)	 guarantees issued in accordance with Section 4.03 and Section 4.11, including, without limitation,
any guarantee or other obligation issued or incurred under any Credit Agreement in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in
respect of drawings under, such letters of credit); 


  

	 	(16)	 Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services
or equipment or purchases of contract rights or licenses or leases of intellectual property; 


  

	 	(17)	 Investments consisting of Securitization Assets or arising as a result of, or in connection with, Permitted
Securitization Financings, including Investments of funds held in accounts permitted or required by the arrangements governing a Permitted Securitization Financing or any related Indebtedness; 



 

	 	(18)	 any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells
Securitization Assets pursuant to a Permitted Securitization Financing; 


  

	 	(19)	 additional Investments in joint ventures (valued in good faith by the Issuer) not to exceed, at any one time in
the aggregate outstanding under this clause (19), the sum of (x) the greater of (i) $225.0 million and (ii) 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated
financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal
quarters plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the value
of each Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (19) is made in any Person that is not the Issuer
or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and
shall cease to have been made pursuant to this clause (19) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 


  

	 	(20)	 Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated
with, or consolidated with the Issuer or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 


  

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



  
 22 













	 	(22)	 advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with
customary trade terms of the Issuer or its Restricted Subsidiaries; 


  

	 	(23)	 any Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash
management arrangements or related activities arising in the ordinary course of business or consistent with past practice or industry norm; 


  

	 	(24)	 guarantees of Indebtedness under customer financing lines of credit in the ordinary course of business or
consistent with past practice or industry norm; 


  

	 	(25)	 Investments made pursuant to the Acquisition Agreement or in connection with the Transactions;



  

	 	(26)	 any Investment so long as, immediately after giving effect to such Investment, the Total Indebtedness Leverage
Ratio for the most recently ended four fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such Investment is not greater than
3.50 to 1.00 on a pro forma basis; 


  

	 	(27)	 any Investment required pursuant to the terms of the HTEC Co-Investment
Agreement; and 


  

	 	(28)	 any Investments made in connection with the investigation or remedy of any environmental conditions in the
ordinary course of business and otherwise in an aggregate amount not exceeding $10.0 million. 


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

	 	(1)	 pledges or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment
insurance, employers’ health tax and other social security laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party,
or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case Incurred in the ordinary course of business; 


  

	 	(2)	 Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; 


  

	 	(3)	 Liens for taxes, assessments or other governmental charges not yet overdue by more than 30 days or that are
being contested in good faith by appropriate proceedings; 


  

	 	(4)	 Liens in favor of issuers of performance and surety, bid, indemnity, warranty, release, appeal or similar bonds
or with respect to other regulatory requirements or letters of credit, bankers’ acceptances or similar obligations issued and completion guarantees provided for, in each case, pursuant to the request of and for the account of such Person in the
ordinary course of its business or consistent with past practice or industry norm; 


  

	 	(5)	 minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations
of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements,
development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning 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 Indebtedness and which do not in the aggregate materially adversely affect the value
of said properties or materially impair their use in the operation of the business of such Person; 



  
 23 













	 	(6)	 (A) Liens on assets of a Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of a Subsidiary
that is not the Issuer or a Subsidiary Guarantor permitted to be Incurred pursuant to Section 4.03; (B) Liens securing Obligations in respect of (x) Indebtedness Incurred pursuant to Section 4.03(b)(i) and (y) any Indebtedness
permitted to be Incurred under this Indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Senior Secured Leverage Ratio of the Issuer does not
exceed 3.60 to 1.00; and (C) Liens securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(iv), Section 4.03(b)(xii) (or Section 4.03(b)(xiv) to the extent it guarantees any such
Indebtedness), Section 4.03(b)(xvi), Section 4.03(b)(xx) or Section 4.03(b)(xxvii) (provided that (i) in the case of Section 4.03(b)(xvi), such Liens securing Indebtedness Incurred pursuant to
Section 4.03(b)(xvi) shall only be permitted under this clause (C) if, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and Liens, the Secured Leverage Ratio of the Issuer does not exceed 3.60 to 1.00 or, if
such Incurrence is in connection with an acquisition or investment, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and Liens, the Secured Leverage Ratio of the Issuer does not exceed the Secured Leverage Ratio in
effect immediately prior to such Incurrence, and (ii) in the case of Section 4.03(b)(xx), such Lien does not extend to the property or assets of any Subsidiary of the Issuer other than a Restricted Subsidiary that is not a Subsidiary
Guarantor); and (D) Liens securing the Notes Obligations; and 


  

	 	(7)	 Liens existing on the Issue Date (other than Liens in favor of the lenders under the Credit Agreement in effect
on the Issue Date); 


  

	 	(8)	 Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary;
provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided, further, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) may not extend to any other property owned by the Issuer or any Restricted Subsidiary
(other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);



  

	 	(9)	 Liens on assets or property at the time the Issuer or a Restricted Subsidiary acquired the assets or property,
including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to
Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any
Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such
acquisition); 


  

	 	(10)	 Liens securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer
or another Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03; 


  

	 	(11)	 Liens securing Hedging Obligations not incurred in violation of this Indenture; provided that with
respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness (other than Hedging Obligations constituting Secured Bank Indebtedness); 



  
 24 













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



 

	 	(13)	 leases and subleases of real property which do not materially interfere with the ordinary conduct of the
business of the Issuer or any of the Restricted Subsidiaries; 


  

	 	(14)	 Liens arising from Uniform Commercial Code (or any similar personal property security regime) financing
statement filings regarding operating leases or other obligations not constituting Indebtedness; 


  

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



 

	 	(16)	 Liens in respect of Permitted Securitization Financings that extend only to the assets subject thereto and
Liens on the Equity Interests of Special Purpose Securitization Subsidiaries; 


  

	 	(17)	 pledges and deposits and other Liens made in the ordinary course of business to secure liability to insurance
carriers under insurance or self-insurance arrangements; 


  

	 	(18)	 Liens on the Equity Interests of Unrestricted Subsidiaries; 



 

	 	(19)	 leases or subleases, and licenses or sublicenses (including with respect to software, technology and
intellectual property) granted to others in the ordinary course of business; 


  

	 	(20)	 Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11), (15) and (25) of this definition; provided, however, that
(x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to
such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded,
extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater,
committed amount of the applicable Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15) and (25) at the time the original Lien became a Permitted Lien under this Indenture, (B) unpaid accrued interest and premiums
(including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided,
further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness Incurred
for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under
clause (6)(B) or (6)(C); 


  

	 	(21)	 Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the
Issuer’s or such Restricted Subsidiary’s client at which such equipment is located; 


  

	 	(22)	 judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated
rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 


  

	 	(23)	 Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or
purchase of goods entered into in the ordinary course of business or consistent with past practice or industry norm; 



  
 25 













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


  

	 	(25)	 Liens securing obligations the outstanding principal amount of which does not, taken together with the
principal amount of all other obligations secured by Liens incurred under this clause (25) and any Liens to secure any refinancing, refunding, extension or renewal in respect thereof incurred pursuant to clause (20) above, that are at that
time outstanding, exceed the greater of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the
Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters; 



 

	 	(26)	 any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint
venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement; 


  

	 	(27)	 any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued
for the benefit of the Issuer or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance
provisions; 


  

	 	(28)	 Liens (i) arising by virtue of any statutory or common law provisions relating to banker’s Liens,
rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other
commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of
business and not for speculative purposes; 


  

	 	(29)	 Liens (i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of
customers; 


  

	 	(30)	 Liens disclosed by the title insurance policies delivered on (with respect to all mortgages delivered on the
Issue Date) or subsequent to the Issue Date and pursuant to the Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the
property that was subject to such Lien prior to such replacement, extension or renewal and any accessions and additions thereto or proceeds and products thereof and related property of the type that would have been subject to such Lien
notwithstanding such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Indenture; 



 

	 	(31)	 Liens that are contractual rights of set-off or rights of pledge
(a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers, suppliers or service
providers of the Issuer or any Restricted Subsidiary in the ordinary course of business; 


  

	 	(32)	 in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest
(or any superior leasehold interest) is subject; 


  

	 	(33)	 Liens in respect of Third Party Funds; 



  
 26 













	 	(34)	 agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or
other prices arising from inventory consigned by the Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; 



 

	 	(35)	 Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause
(4) of the definition thereof; 


  

	 	(36)	 Liens securing insurance premium financing arrangements; provided that such Liens are limited to the
applicable unearned insurance premiums; 


  

	 	(37)	 Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of
business or consistent with past practice or industry norm; 


  

	 	(38)	 Liens on any funds or securities held in escrow accounts or similar arrangements established for the purpose of
holding proceeds from issuances of debt securities or incurrences of other Indebtedness by the Issuer or any of its Restricted Subsidiaries, together with any additional funds required in order to fund any payment of interest or premium or discount
on such Indebtedness (or any costs related to the issuance or incurrence of such Indebtedness), mandatory redemption or sinking fund payment on such debt securities or other Indebtedness; and 



 

	 	(39)	 Liens securing the Secured Notes and related guarantees. 



“Permitted Securitization Documents” means all documents and agreements evidencing, relating to or otherwise governing a
Permitted Securitization Financing. 
 “Permitted Securitization Financing” means one or more transactions pursuant to
which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their
acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Obligations or hedging agreements entered into in connection with such Securitization
Assets; provided, that recourse to the Issuer or any Restricted Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Issuer
in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by
the Issuer or any Restricted Subsidiary (other than a Special Purpose Securitization Subsidiary)). 
 “Person” or
“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” means any Equity Interest with preferential right of payment of dividends or upon
liquidation, dissolution, or winding up. 
 “Pro Forma EBITDA” means, with respect to any Person, at any date, the EBITDA
of such Person for the full four fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date, subject to the following
adjustments. In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which Pro Forma EBITDA is being calculated but prior to the event for
which the calculation of Pro Forma EBITDA is made (the “Pro Forma EBITDA Calculation Date”), then Pro Forma EBITDA shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period. 

  
 27 












 For purposes of making the computation referred to above, Investments, acquisitions, capital
expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP) and any operational
changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Pro Forma EBITDA Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, capital expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational
changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made
any Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative,
New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, capital
expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation, discontinued operations, operational change, business realignment project or initiative, New Project, restructuring or
reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted
Subsidiary, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in
good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer, to reflect operating expense reductions and
other operating improvements, synergies or cost savings reasonably expected to result from the applicable event, which adjustments (x) shall not exceed 25% of EBITDA for the applicable four fiscal quarter period (calculated after giving effect
to the adjustments in clause (xv) of the definition of EBITDA other than any such deal-related and integration, restructuring and severance costs relating to the Acquisition not to exceed $20.0 million, or any such cost savings, operating
expense reductions or synergies relating to the Acquisition), and (y) shall only be included to the extent that actions resulting in such operating expense reductions and other operating improvements, synergies or cost savings are taken or
commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 24 months after the date any such calculation is performed. 

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Pro Forma EBITDA Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining
term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate,
shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less
than one full fiscal quarter’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Issuer in
good faith. 
 “Rating Agency” means (1) each of Moody’s, S&P and Fitch (and their respective successors and
assigns) and (2) if Moody’s, S&P or Fitch ceases to rate the Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s, S&P or Fitch, as the case may be. 

  
 28 












 “Receivables Assets” means accounts receivable (including any bills of
exchange) and related assets and property from time to time originated, acquired or otherwise owned by the Issuer or any Subsidiary. 

“Record Date” has the meaning specified in Exhibit A hereto. 

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that would appear as “restricted”
on a consolidated balance sheet of the Issuer or any of its Restricted Subsidiaries. 
 “Restricted Investment” means an
Investment other than a Permitted Investment. 
 “Restricted Subsidiary” means, with respect to any Person, any Subsidiary
of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer. 

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or a
Restricted Subsidiary whereby the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary or
between Restricted Subsidiaries. 
 “S&P” means S&P Global Ratings or any successor to the rating agency business
thereof. 
 “SEC” means the Securities and Exchange Commission. 

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred
pursuant to clause (6) of the definition of Permitted Liens. 
 “Secured Indebtedness” means any Consolidated Total
Indebtedness secured by a Lien. 
 “Secured Leverage Ratio” means, with respect to any Person, at any date, the ratio of
(i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash
that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters
for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or
any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured
Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, capital expenditures, constructions, repairs,
replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP) and any operational changes, business realignment
projects or initiatives, New Projects, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior
to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, capital expenditures,
constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational changes, business realignment projects or initiatives,
New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the 

  
 29 












 
change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development,
disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or reorganization that would have required adjustment pursuant to this definition,
then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger,
amalgamation, consolidation, discontinued operations, operational change, business realignment project or initiative, New Project, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the
beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for
such period as if such designation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition,
whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments
appropriate, in the reasonable good faith determination of the Issuer, to reflect operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event, which adjustments
(x) shall not exceed 20% of EBITDA for the applicable four fiscal quarter period (calculated after giving effect to the adjustments in clause (xv) of the definition of EBITDA other than any such deal-related and integration, restructuring
and severance costs relating to the Acquisition not to exceed $20.0 million, or any such cost savings, operating expense reductions or synergies relating to the Acquisition), and (y) shall only be included to the extent that actions
resulting in such operating expense reductions and other operating improvements, synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 24 months after the date
any such calculation is performed. 
 If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the Secured Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if
such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be
the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall
be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less
than one full fiscal quarter’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Issuer in
good faith. 
 “Secured Notes” means the Issuer’s $1,460 million aggregate principal amount of 7.500% Senior
Secured Notes due 2030, issued on the Issue Date and pursuant to the Secured Notes Indenture. 
 “Secured Notes Indenture” means
that certain indenture governing the Secured Notes, dated as of the Issue Date, among the Issuer, the subsidiary guarantors party thereto from time to time, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Trust Company,
National Association, as collateral agent, as amended or supplemented from time to time. 
 “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 

  
 30 












 “Securitization Assets” means any of the following assets (or interests
therein) from time to time originated, acquired or otherwise owned by the Issuer or any Restricted Subsidiary or in which the Issuer or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such assets or
interests are located: (1) Receivables Assets, (2) franchise fee payments and other revenues related to franchise agreements, (3) royalty and other similar payments made related to the use of trade names and other intellectual
property, business support, training and other services, (4) revenues related to distribution and merchandising of the products of the Issuer and the Restricted Subsidiaries, (5) rents, real estate taxes and other non-royalty amounts due from franchisees, (6) intellectual property rights relating to the generation of any of the foregoing types of assets, (7) parcels of or interests in real property, together with
all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof, (8) any Equity Interests of any Special Purpose Securitization Subsidiary
or any Subsidiary of a Special Purpose Securitization Subsidiary and any rights under any limited liability company agreement, trust agreement, shareholders agreement, organization or formation documents or other agreement entered into in
furtherance of the organization of such entity, (9) any equipment, contractual rights with unaffiliated third parties, website domains and associated property and rights necessary for a Special Purpose Securitization Subsidiary to operate in
accordance with its stated purposes, (10) any rights and obligations associated with gift card or similar programs and (11) any other assets and property (or proceeds of such assets or property) to the extent customarily included in
securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Issuer in good faith). 

“Senior Secured Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of
such Person and its Restricted Subsidiaries constituting First-Priority Obligations as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted
Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal
quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the
Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Senior Secured Leverage Ratio is being calculated but prior to the event for which the calculation
of the Senior Secured Leverage Ratio is made (the “Senior Secured Leverage Calculation Date”), then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or
redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, capital expenditures, constructions, repairs,
replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP) and any operational changes, business realignment
projects or initiatives, New Projects, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior
to or simultaneously with the Senior Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, capital
expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational changes, business realignment projects
or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the
beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, capital
expenditure, construction, repair, replacement, improvement, development, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, New Project, restructuring or
reorganization that would have required adjustment pursuant to this definition, then the Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, capital expenditure,
construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation, discontinued operations, operational change, business realignment project or initiative, New Project, restructuring or reorganization had
occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the
Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 

  
 31 












 For purposes of this definition, whenever pro forma effect is to be given to any pro forma
event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the
Issuer, to reflect operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from the applicable event, which adjustments (x) shall not exceed 20% of EBITDA for the applicable four
fiscal quarter period (calculated after giving effect to the adjustments in clause (xv) of the definition of EBITDA other than any such deal-related and integration, restructuring and severance costs relating to the Acquisition not to exceed
$20.0 million, or any such cost savings, operating expense reductions or synergies relating to the Acquisition), and (y) shall only be included to the extent that actions resulting in such operating expense reductions and other operating
improvements, synergies or cost savings are taken or commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 24 months after the date any such calculation is performed. 

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Senior Secured Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a
remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other
rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 

For purposes of making the computation referred to above, in giving effect to each New Project which commences operations and records not less
than one full fiscal quarter’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Issuer in
good faith. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary”
of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision). 

“Similar Business” means any business, the majority of whose revenues are derived from (i) the business or activities of
the Issuer and its Subsidiaries as of the Issue Date, as applicable, (ii) any business that is a natural outgrowth or a reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental,
complementary or ancillary to any of the foregoing or (iii) any business that in the Issuer’s good faith business judgment constitutes a reasonable diversification of business conducted by the Issuer and its Subsidiaries. 

“Special Mandatory Redemption Event” means either (a) Escrow Release Conditions have not been satisfied on or prior to
the Escrow End Date or (b) the Issuer notifies the Escrow Agent and the Trustee in writing that the Issuer will not pursue the consummation of the Acquisition and that the Acquisition Agreement has been terminated. 

“Special Purpose Securitization Subsidiary” means (i) a direct or indirect Subsidiary of the Issuer established in
connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein and/or Equity Interests in other Special Purpose Securitization Subsidiaries, and which is organized in a manner (as determined by
the Issuer in good faith) intended to reduce the likelihood that it would be substantively consolidated with the Issuer or any of its Restricted Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Issuer or any
such Restricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or other insolvency law) and (ii) any Subsidiary of a Special Purpose Securitization Subsidiary. 

  
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 “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. 
 “Subordinated
Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Subsidiary Guarantor, any Indebtedness of such
Subsidiary Guarantor which is by its terms subordinated in right of payment to its Guarantee. 
 “Subsidiary” means, with
respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general
and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special
or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 

“Subsidiary Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by any
Subsidiary Guarantor in accordance with the provisions of this Indenture. 
 “Subsidiary Guarantor” means any Subsidiary
that Incurs a Subsidiary Guarantee; provided that upon the release or discharge of such Person from its Subsidiary Guarantee in accordance with this Indenture, such Subsidiary ceases to be a Subsidiary Guarantor. 

“Suspension Period” means the period of time between a Covenant Suspension Event and the related Reversion Date. 

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, fees, deductions, withholdings
(including backup withholding), value added taxes, or any other goods and services, use or sales taxes or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and
any interest, fines, penalties or additions to tax with respect to the foregoing. 
 “Third Party Funds” means any accounts
or funds, or any portion thereof, received by the Issuer or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Issuer or one or more of its Subsidiaries to collect and
remit those funds to such third parties. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of this Indenture. 
 “Total Indebtedness Leverage Ratio” means, with
respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness and Capitalized Lease Obligations of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in
accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as
of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately
preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Total
Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Indebtedness Leverage Ratio is made (the “Total Indebtedness Leverage Calculation Date”), then the Total Indebtedness
Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had
occurred at the beginning of the applicable four-quarter period. 

  
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 For purposes of making the computation referred to above, Investments, acquisitions, capital
expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP) and any operational
changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Total Indebtedness Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, capital expenditures, constructions, repairs, replacements, improvements, developments, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations and other operational
changes, business realignment projects or initiatives, New Projects, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made
any Investment, acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative,
New Project, restructuring or reorganization that would have required adjustment pursuant to this definition, then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation, discontinued operations, operational change, business realignment project or initiative, New Project,
restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is
designated a Restricted Subsidiary, then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in
good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer, to reflect operating expense reductions and
other operating improvements, synergies or cost savings reasonably expected to result from the applicable event, which adjustments (x) shall not exceed 20% of EBITDA for the applicable four fiscal quarter period (calculated after giving effect
to the adjustments in clause (xv) of the definition of EBITDA other than any such deal-related and integration, restructuring and severance costs relating to the Acquisition not to exceed $20.0 million, or any such cost savings, operating
expense reductions or synergies relating to the Acquisition), and (y) shall only be included to the extent that actions resulting in such operating expense reductions and other operating improvements, synergies or cost savings are taken or
commenced or expected to be taken or commenced (in the good faith determination of the Issuer) within 24 months after the date any such calculation is performed. 

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Total Indebtedness Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a
remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other
rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 

  
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 For purposes of making the computation referred to above, in giving effect to each New
Project which commences operations and records not less than one full fiscal quarter’s operations during such period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account
any seasonality adjustments determined by the Issuer in good faith. 
 “Transactions” means the transactions described
under “Summary—The Transactions” in the Offering Memorandum. 
 “Treasury Rate” means, as of the applicable
redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period
from such redemption date to January 1, 2026; provided, however, that if the period from such redemption date to January 1, 2026 is less than one year, the weekly average yield on actively traded United States Treasury
securities adjusted to a constant maturity of one year will be used. 
 “Trust Officer” means any officer: (1) within
the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject, and
(2) who shall have direct responsibility for the administration of this Indenture. 
 “Trustee” means the party named
as such in this Indenture until a successor replaces it and, thereafter, means the successor. 
 “UCC” or “Uniform
Commercial Code” means the Uniform Commercial Code means the Uniform Commercial Code as in effect from time to time in the State of New York. References in this Indenture to specific sections of the UCC are based on the Uniform Commercial
Code as in effect in the State of New York on the Issue Date. In the event such Uniform Commercial Code is amended, such section reference shall be deemed to be references to the comparable section in such amended Uniform Commercial Code. 

“Unrestricted Subsidiary” means: (1) any Subsidiary of the Issuer that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and (2) any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary of the Issuer that
is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not
thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of the Restricted Subsidiaries unless otherwise permitted under Section 4.04; provided, further, however,
that either: 
  

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



 

	 	(b)	 if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Section 4.04. 



  
 35 












 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that immediately after giving effect to such designation: 

	 	(x)	 (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (2) either
(i) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be no less than such ratio immediately prior to such designation or (ii) the Total Indebtedness Leverage Ratio of the Issuer would be no greater than
immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 


  

	 	(y)	 no Event of Default shall have occurred and be continuing. 



Any such designation by the Issuer shall be evidenced to the Trustee by promptly delivering to the Trustee a copy of the resolution of the
Board of Directors or any committee thereof of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Government Obligations” means securities that are: 

 

	 	(1)	 direct obligations of the United States of America for the timely payment of which its full faith and credit is
pledged, or 


  

	 	(2)	 obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 



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

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any
Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments. 

“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary that is a Restricted Subsidiary. 

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 

SECTION 1.02 Other Definitions. 
  

			
	 Term
	  	 Section

	 $
	  	 1.03(i)

	 Affiliate Transaction
	  	 4.07(a)

	 Agent Members
	  	 Appendix A

	 Alternate Offer
	  	 4.08(f)

	 Asset Sale Offer
	  	 4.06(b)

	 Bankruptcy Law
	  	 6.01

	 bankruptcy provisions
	  	 6.01(f)



  
 36 













			
	 Term
	  	 Section

	 Change of Control Offer
	  	 4.08(b)

	 Clearstream
	  	 Appendix A

	 covenant defeasance option
	  	 8.01(b)

	 Covenant Suspension Event
	  	 4.15

	 cross acceleration provision
	  	 6.01(e)

	 Custodian
	  	 6.01

	 Deemed Date
	  	 4.03(c)(3)

	 Definitive Note
	  	 Appendix A

	 Depository
	  	 Appendix A

	 Election Date
	  	 4.04(d)

	 Escrowed Property
	  	 13.01

	 Euroclear
	  	 Appendix A

	 Event of Default
	  	 6.01

	 Excess Proceeds
	  	 4.06(b)

	 Global Notes
	  	 Appendix A

	 Global Notes Legend
	  	 Appendix A

	 Guaranteed Obligations
	  	 12.01(a)

	 IAI
	  	 Appendix A

	 Increased Amount
	  	 4.12(c)

	 Incurrence Clauses
	  	 4.04(c)

	 Initial Notes
	  	 Preamble

	 Issuer
	  	 Preamble

	 legal defeasance option
	  	 8.01(b)

	 Limited Condition Transactions
	  	 4.04(d)

	 Notes
	  	 Preamble

	 Notes Custodian
	  	 Appendix A

	 Notice of Default
	  	 6.01

	 Offer Period
	  	 4.06(d)

	 Paying Agent
	  	 2.04(a)

	 Permitted Jurisdictions
	  	 5.01(a)(vi)

	 protected purchaser
	  	 2.08

	 QIB
	  	 Appendix A

	 Refinancing Indebtedness
	  	 4.03(b)(xv)

	 Refunding Capital Stock
	  	 4.04(b)(ii)(A)

	 Registrar
	  	 2.04(a)

	 Regulation S
	  	 Appendix A

	 Regulation S Global Notes
	  	 Appendix A

	 Regulation S Notes
	  	 Appendix A

	 Remaining Excess Proceeds
	  	 4.06(b)(ii)

	 Reporting Entity
	  	 4.02(b)

	 Restricted Notes Legend
	  	 Appendix A

	 Restricted Payments
	  	 4.04(a)(iv)

	 Restricted Period
	  	 Appendix A

	 Retired Capital Stock
	  	 4.04(b)(ii)(A)

	 Reversion Date
	  	 4.15

	 Rule 144A
	  	 Appendix A

	 Rule 144A Global Notes
	  	 Appendix A

	 Rule 144A Notes
	  	 Appendix A

	 Rule 501
	  	 Appendix A

	 Second Commitment
	  	 4.06(b)

	 Special Mandatory Redemption
	  	 3.09

	 Special Mandatory Redemption Date
	  	 3.09

	 Special Mandatory Redemption Price
	  	 3.09

	 Subject Lien
	  	 4.12(a)

	 Subsidiary Guarantor Jurisdiction
	  	 5.01(b)(i)



  
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	 Term
	  	 Section

	 Successor Company
	  	 5.01(a)(i)

	 Successor Subsidiary Guarantor
	  	 5.01(b)(i)

	 Suspended Covenants
	  	 4.15

	 Suspension Period
	  	 4.15

	 Transfer Restricted Definitive Notes
	  	 Appendix A

	 Transfer Restricted Global Notes
	  	 Appendix A

	 Transfer Restricted Notes
	  	 Appendix A

	 Trustee
	  	 Preamble

	 U.S. dollars
	  	 1.03(i)

	 Unrestricted Definitive Notes
	  	 Appendix A

	 Unrestricted Global Notes
	  	 Appendix A


 SECTION 1.03 Rules of Construction. Unless the context otherwise requires: 

 

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



 

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



  

	 	(c)	 “or” is not exclusive; 



 

	 	(d)	 “including” means including without limitation; 



 

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



 

	 	(f)	 unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue
of its nature as unsecured Indebtedness; 


  

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


  

	 	(h)	 unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; and 


  

	 	(i)	 “$” and “U.S. dollars” each refer to United States dollars, or such other
money of the United States of America that at the time of payment is legal tender for payment of public and private debts. 



SECTION 1.04 No Incorporation by Reference of Trust Indenture Act. This Indenture is not qualified under the TIA, and the TIA
shall not apply to or in any way govern the terms of this Indenture. As a result, no provisions of the TIA are incorporated into this Indenture unless expressly incorporated pursuant to this Indenture. 

ARTICLE II 
 THE NOTES

 SECTION 2.01 Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture on the Issue Date is $510,000,000. 
 The Issuer may from time to time after the Issue Date issue Additional Notes under this
Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with
the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 2.07, Section 2.08, Section 2.09, Section 3.08, Section 4.06(e), Section 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the
Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 

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


  

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


  

	 	(3)	 if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more
Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any
circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part
may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. 



If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting
forth the terms of the Additional Notes. 
 The Initial Notes and any Additional Notes may, at the Issuer’s election, be treated as a
single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income
tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. 
 SECTION 2.02 Form and Dating. Provisions
relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any Additional
Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the
Issuer). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, provided
that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by participants of the Depository in denominations of less than $2,000. 

SECTION 2.03 Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of
the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $510,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate
principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which
the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or
Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. 

One Officer shall sign the Notes for the Issuer by manual or facsimile signature. 

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

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

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, 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 any Registrar, Paying Agent or agent for service of notices and demands. 

SECTION 2.04 Registrar and Paying Agent. 

(a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”) and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have
one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying
Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent and the Notes Custodian with respect to the Global Notes. 

(b) The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically organized Subsidiaries may act as Paying Agent or Registrar. 

(c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered
into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor
in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the
Trustee also resigns as Trustee in accordance with Section 7.08. 
 SECTION 2.05 Paying Agent to Hold Money in Trust. Prior
to each due date of the principal of and interest on any Note, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto)
a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of holders or the Trustee all
money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed
by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any Event of Default under Section 6.01(f) or (g), the Trustee shall automatically be
the Paying Agent. 
 SECTION 2.06 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 holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders. 

  
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 SECTION 2.07 Transfer and Exchange. 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. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as
requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption
(except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed or between a Record Date and the relevant Interest Payment Date. 

Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, the Paying Agent and 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 interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note is overdue, and none of the Issuer, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 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. 

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 Depository participants or beneficial owners of interests 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. 
 None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by
the Depository. 
 SECTION 2.08 Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall, upon receipt of a written order, authenticate a replacement Note if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the holder (a) satisfies the Issuer and the Trustee within a reasonable time after such holder has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the
Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Paying Agent and the Registrar, as
applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the holder for their expenses in replacing a Note (including without
limitation, attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note
instead of issuing a new Note in replacement thereof. 
 Every replacement Note is an additional obligation of the Issuer. 

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

SECTION 2.09 Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 14.06, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on
that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.10 Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place
of canceled Notes other than pursuant to the terms of this Indenture. 
 SECTION 2.11 Defaulted Interest. If the Issuer defaults
in a payment of interest on the Notes, the Issuer shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the Persons
who are holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected
holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.12
CUSIP Numbers, ISINs, Etc. The Issuer in issuing the Notes may use CUSIP numbers and ISINs (if then generally in use), and the Trustee shall use any such CUSIP numbers and ISINs in notices of redemption as a convenience to holders;
provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption that reliance may be placed only on
the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in any such CUSIP numbers and ISINs. 

SECTION 2.13 Calculation of Principal Amount of and Premium on Notes. The aggregate principal amount of the Notes, at any date of
determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the holders of a specified percentage of the principal amount of all the
Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by (b) the aggregate principal
amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 14.06 of this Indenture. Any calculation of the Applicable Premium
made pursuant to this Indenture or the Notes shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. The Trustee shall have no duty to calculate or verify the Issuer’s calculation of the Applicable
Premium. 

  
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 ARTICLE III 

REDEMPTION 

SECTION 3.01 Optional Redemption. The Notes may be redeemed, in whole or from time to time in part, subject to the conditions and
at the redemption prices set forth in Paragraph 5 of the Note set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest, if any,
to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

SECTION 3.02 Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by
any provision of this Indenture, shall be made in accordance with such provision and this Article III. 
 SECTION 3.03 Notices to
Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the Note, the Issuer shall notify the Trustee in an Officer’s Certificate of (i) the Section of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 10 days
but not more than 60 days before a redemption date if the redemption is a redemption pursuant to Paragraph 5 of the Note, except that notice may be given to the Trustee more than 60 days prior to the redemption date if the notice is given in
connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII. The Issuer may also include a request in such Officer’s Certificate that the Trustee give the notice of redemption in the
Issuer’s name and at its expense and setting forth the information to be stated in such notice as provided in Section 3.05. Any such notice may be canceled if written notice from the Issuer of such cancellation is actually received by the
Trustee on the Business Day immediately prior to notice of such redemption being mailed to any holder or otherwise delivered in accordance with the applicable procedures of the Depository and shall thereby be void and of no effect. The Issuer shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 3.04. 

SECTION 3.04 Selection of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee shall
select Notes for redemption, by lot, on a pro rata basis or by such other method in accordance with the Applicable Procedures of the Depository; provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in
amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the
Notes or portions of Notes to be redeemed. 
 SECTION 3.05 Notice of Optional Redemption. 

(a) At least 10 but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Issuer shall mail or cause to be
mailed by first-class mail at its registered address, or otherwise deliver in accordance with the procedures of the Depository, a notice of redemption to each holder whose Notes are to be redeemed (with a copy to the Trustee), except that redemption
notices may be mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII. 

Any such notice shall identify the Notes to be redeemed and shall state: 

 

	 	(i)	 the redemption date; 



 

	 	(ii)	 the redemption price and the amount of accrued interest to the redemption date; 



 

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



 

	 	(iv)	 that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus
accrued and unpaid interest, if any; 



  
 43 













	 	(v)	 if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of
the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 



 

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



 

	 	(vii)	 the CUSIP number and ISIN, if any, printed on the Notes being redeemed; 



 

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


  

	 	(ix)	 if the redemption is subject to the satisfaction of one or more conditions precedent, the notice thereof shall
describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion),
and/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 (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so
delayed, and/or that such notice may be rescinded at any time by the Issuer if the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived); and 



 

	 	(x)	 at the Issuer’s option, that the payment of the redemption price and performance of the Issuer’s
obligations with respect to such redemption may be performed by another Person. 


 Notice of any redemption upon any
corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the completion thereof. In addition, any redemption or notice thereof may, at the
Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. For the avoidance of doubt, if any redemption date shall be delayed as contemplated by
this Section 3.05 and the terms of the applicable notice of redemption, such redemption date as so delayed may occur at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction (or
waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption date or more than 60 days after the date of the applicable notice of redemption. To the extent that the
redemption date will occur on a date other than the original redemption date set forth in the applicable notice of redemption, the Issuer shall notify the holders and the Trustee of the final redemption date prior to such date; provided that
the failure to give such notice, or any defect therein, shall not impair or affect the validity of any redemption under this Article III, except as may be required by the applicable procedures of the Depository. 

(b) At the Issuer’s written request, the Trustee shall deliver the notice of redemption in the Issuer’s name and at the Issuer’s
expense in accordance with Section 3.03. In such event, but in all respects subject to Section 3.03, the Issuer shall notify the Trustee of such request at least three Business Days (or such shorter period as is acceptable to the Trustee)
prior to the date such notice is to be provided to holders. 
 SECTION 3.06 Effect of Notice of Redemption. Once notice of
redemption is mailed or otherwise delivered in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the final paragraph
of Paragraph 5 of the Note or Section 3.05(a). Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest, if any, to, but excluding, the redemption date;
provided, however, that if the redemption date is after a regular Record Date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the holder of the redeemed Notes registered on the relevant
Record Date. Failure to give notice or any defect in the notice to any holder shall not affect the validity of the notice to any other holder. 

  
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 SECTION 3.07 Deposit of Redemption Price. With respect to any Notes, prior to
10:00 a.m., New York City time, on the redemption date, the Issuer shall deposit, or cause to be deposited, with the Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of, plus accrued and unpaid interest, if any, on all Notes or portions thereof to be redeemed on that date. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof
called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus, accrued and unpaid interest, if any, on, the Notes or portions thereof to be redeemed, unless the Paying Agent is
prohibited from making such payment pursuant to the terms of this Indenture. 
 SECTION 3.08 Notes Redeemed in Part. If any Note
is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall execute and
the Trustee shall authenticate for the holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled (or if the Note is a Global Note, an adjustment shall be made to the
“Schedule of Increases or Decreases in Global Note” attached thereto in accordance with the applicable procedures of the Depository). 

SECTION 3.09 Special Mandatory Redemption. If a Special Mandatory Redemption Event occurs, the Issuers shall be required to redeem
all of the Notes pursuant to a Special Mandatory Redemption in accordance with this Section 3.09. If a Special Mandatory Redemption Event occurs, the Escrow Agreement provides that the Escrow Agent shall deliver the Escrowed Property to the
Trustee. In that case, the Trustee shall apply (or cause a paying agent to apply) such Escrowed Property to redeem, on behalf of the Issuer, the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date
of the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”). Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall furnish to the Trustee and the Escrow Agent, at least three Business
Days before the Special Mandatory Redemption Date, an Officer’s Certificate setting forth: (i) the provision of this Indenture pursuant to which the redemption shall occur; (ii) the Special Mandatory Redemption Date; (iii) the
redemption price, which shall be equal to 100% of the initial issue price of the Notes set forth on the cover page of the Offering Memorandum (the “Special Mandatory Redemption Price”), plus accrued but unpaid interest to, but
excluding, the Special Mandatory Redemption Date; (iv) the CUSIP numbers and ISINs of the Notes being redeemed; and (v) an instruction to the Trustee to deliver a notice of Special Mandatory Redemption to holders of the Notes, the form of
which shall be attached as an exhibit to such Officer’s Certificate and containing the same information provided in clauses (i) through (iv) above and which shall be delivered to holders of the Notes no later than the second Business Day
immediately preceding the Special Mandatory Redemption Date. 
 Notwithstanding anything to the contrary in this Indenture, any redemption
pursuant to this Section 3.09 shall not be subject to the provisions of Section 3.01 through Section 3.08 hereof. In connection with any redemption of the Notes described in this Section 3.09, the Trustee, on behalf of the
Issuer, will cause a notice of Special Mandatory Redemption to be sent electronically in accordance with the applicable procedures of the Depository or mailed as soon as practicable upon the occurrence of a Special Mandatory Redemption Event. In the
event that the Special Mandatory Redemption Price payable upon such Special Mandatory Redemption exceeds the amount of the funds held in the Escrow Account, the Issuer will be required to fund such difference owing to the holders, plus fees and
expenses of the Trustee and the Escrow Agent. If at any time the Escrow Account contains funds having an aggregate value in excess of the Special Mandatory Redemption Price of all outstanding Notes as determined by the Issuer, the Issuer shall be
entitled to direct the Escrow Agent under the Escrow Agreement to release such excess funds to or at the direction of the Issuer, after payment of any fees and expenses owed to the Trustee and the Escrow Agent. The Trustee will distribute any
Escrowed Property it receives in excess of the amount necessary to effect the Special Mandatory Redemption plus the fees and expenses of the Trustee and the Escrow Agent, if any, to or at the instruction of the Issuer. 

ARTICLE IV 
 COVENANTS

 SECTION 4.01 Payment of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and
in the manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 10:00 a.m. New York City time money sufficient
to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. 

  
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 The Issuer shall pay interest on overdue principal at the rate specified in the Notes, and
it shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful. 
 SECTION 4.02
Reports and Other Information. 
 (a) For so long as any Notes are outstanding, the Issuer shall deliver to the Trustee a copy of all
of the information and reports referred to below: 
 (i) within 120 days after the end of each fiscal year of the Reporting
Entity (as defined below), the consolidated financial statements of the Reporting Entity for such year prepared in accordance with GAAP, together with a report thereon by the Reporting Entity’s independent auditors, and a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Reporting Entity (if the Reporting Entity were required to prepare and file such form); 

(ii) within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter of each fiscal year, in respect
of which the Issuer shall comply with clause (i) of this Section 4.02(a)) of the Reporting Entity, the condensed consolidated financial statements of the Reporting Entity for such quarter prepared in accordance with GAAP and a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Reporting Entity (if the Reporting Entity were required to prepare and file such form); and 

(iii) within 15 days after the time period specified in the SEC’s rules and regulations for filing current reports on Form
8-K, current reports of the Reporting Entity containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the
Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (a) and (b) (only to the extent relating to any of the foregoing) on Form 8-K if the
Reporting Entity were required to prepare and file such form; provided, however, that no such current reports will be required to be delivered if the Issuer determines in its good faith judgement that such event is not material to holders or the
business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole. 
 In
addition to providing such information to the Trustee, the Issuer shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be
provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. 

Notwithstanding the foregoing, (A) neither the Issuer nor another Reporting Entity will be required to deliver any information,
certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item
10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) neither
the Issuer nor another Reporting Entity will be required to provide any financial information required by Rule 3-09, Rule 13-01 or Rule
13-02 of Regulation S-X or any exhibits or certifications required by Form 10-K, Form
10-Q or Form 8-K (or any successor or comparable forms) or related rules under Regulation S-K, (C) information required to
be provided shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in the Offering Memorandum and (D) trade secrets and other proprietary information may be excluded
from any disclosures. 

  
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 (b) The financial statements, information and other documents required to be provided as
described in this Section 4.02 may be those of (i)(i) the Issuer or (i)(ii) any direct or indirect parent of the Issuer (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of
clause (ii) either (1) such direct or indirect parent of the Issuer shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect
ownership of all of the Equity Interests in, and its management, of the Issuer or (2) if otherwise, the financial information so delivered shall be accompanied by a reasonably detailed description of the quantitative differences between the
information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. 

(c) The Issuer will make such information available electronically to prospective investors upon request. The Issuer shall, for so long as any
Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

 (d) The Issuer shall hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all
holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information
required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform
holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information
(if applicable). The foregoing requirements to hold conference calls shall be deemed satisfied if the Issuer holds quarterly calls for its public equity holders and publicly announces the access information for such calls. 

(e) Notwithstanding the foregoing, the Issuer will be deemed to have delivered such reports and information referred to in this
Section 4.02 to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or another Reporting Entity has filed such reports with the SEC via the EDGAR filing system
(or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied and the Issuer will be deemed to have delivered such reports and information referred to this
Section 4.02 to the Trustee, holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Issuer’s publicly
available website. The Trustee shall have no obligation to monitor whether the Issuer posts such reports, information and documents on the Issuer’s website or the SEC’s EDGAR service, or collect any such information from the Issuer’s
website or the SEC’s EDGAR service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated
thereunder. 
 (f) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational
purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its
covenants under this Indenture (as to which the Trustee is entitled to conclusively rely on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of
this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. 
 SECTION 4.03
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) (i) the Issuer shall not,
and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of the Restricted
Subsidiaries (other than a Guarantor) to issue any shares of Preferred Stock; provided, however, that the Issuer and any Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any
Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if (x) the Fixed Charge Coverage Ratio of the Issuer for
the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding the date on which such additional
Indebtedness is Incurred or such 

  
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Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 or (y) the Total Indebtedness Leverage Ratio of the Issuer for the most recently ended four full fiscal
quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified
Stock or Preferred Stock is issued would be no greater than 6.00 to 1.00, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been
Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted
Subsidiary that is not a Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock under this Section 4.03(a) in excess of a principal amount or liquidation preference at the time of Incurrence, when
aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred by a Restricted Subsidiary that is not a Guarantor pursuant to this Section 4.03(a),
together with any Refinancing Indebtedness thereof pursuant to Section 4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence (including pro forma effect to the application of the net proceeds therefrom), the greater of
$225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal
financial statements) immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or Preferred Stock is issued, and after giving pro forma effect thereto as if such event occurred at the beginning of such
four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount). 
 (b) The limitations set forth
in Section 4.03(a) shall not apply to: 
 (i) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness
(including under any Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence of such Indebtedness that does not exceed an
amount equal to the sum of (v) $2,434.8 million, plus (x) the greater of $900.0 million and 1.00 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated
financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred and after giving pro forma effect thereto as if
such event occurred at the beginning of such four fiscal quarters, plus (y) an unlimited amount of additional Indebtedness that at the time of Incurrence does not cause the Senior Secured Leverage Ratio for the most recently ended four
full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements), determined on a pro forma basis, to exceed (1) 3.60 to 1.00 or (2) to the extent
such Indebtedness is incurred in connection with an Investment made in accordance with clause (9) of the definition of “Permitted Investment” or any similar Investment permitted hereunder, the Senior Secured Leverage Ratio in effect
for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements), determined on a pro forma basis prior to consummation of
such acquisition (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount), plus (z) the amount of all prior voluntary prepayments, redemption or defeasance of the Notes or any other Indebtedness (including
any reduction resulting from mandatory assignments and concurrent repayment or cancellation in accordance with the applicable facility documentation) (and, with respect to any revolving loans, to the extent accompanied by a permanent reduction in
the related revolving commitments), in each case to the extent such Indebtedness constitutes Pari Passu Indebtedness; 
 (ii)
the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes, the Guarantees, and the Secured Notes and the related guarantees, up to an aggregate principal amount outstanding at the time of Incurrence that does not
exceed $1,970.0 million; 
 (iii) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses
(i) and (ii) of this Section 4.03(b)); 

  
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 (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the
Issuer or any Restricted Subsidiary, Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within 270 days after) the acquisition, lease,
construction, installation, repair, replacement or improvement of property (real or personal), equipment or other asset (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal
amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred pursuant to this clause (iv), together with any Refinancing
Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not exceed the greater of $250.0 million and 0.30 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which
consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or Preferred Stock
is issued, and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); 

(v) Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to
letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or
their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities,
or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; 
 (vi)
Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, deferred purchase price or other adjustment of acquisition or, in each case, purchase price or similar obligations (including earn-outs),
in each case, Incurred or assumed in connection with the Transactions or any Investments or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by this Indenture, other than guarantees of Indebtedness Incurred by
any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

(vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that (except in respect of intercompany
liabilities Incurred in the ordinary course of business, including in connection with the cash management, tax, tax sharing and accounting operations of the Issuer and its Subsidiaries) any such Indebtedness owed by the Issuer to a Restricted
Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of the Issuer; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a
Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii); 

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause
(viii); 
 (ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that
if a Subsidiary Guarantor owes such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor (except in respect of intercompany liabilities Incurred in the ordinary course of business, including in connection with the cash
management, tax, tax sharing and accounting operations of the Issuer and its Subsidiaries), such Indebtedness is subordinated in right of payment to the Issuer’s obligations under the Notes or the Guarantee of such Subsidiary Guarantor, as
applicable; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be
an Incurrence of such Indebtedness not permitted by this clause (ix); 

  
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 (x) Hedging Obligations that are not Incurred for speculative purposes; 

(xi) obligations in respect of self-insurance and obligations (including reimbursement obligations with respect to letters of
credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, performance and completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary in the
ordinary course of business or consistent with past practice or industry norm; 
 (xii) Indebtedness or Disqualified Stock of
the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other
Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not exceed the greater
of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal
financial statements) immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or Preferred Stock is issued, and after giving pro forma effect thereto as if such event occurred at the beginning
of such four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); 

(xiii) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary and Preferred Stock of any Restricted
Subsidiary in an aggregate principal amount or liquidation preference outstanding at the time of Incurrence, together with Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, not greater than an amount equal to
200.0% of the amount of net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer
(which proceeds are contributed to the Issuer or any Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the
Issuer or any of its Subsidiaries) to the extent such net cash proceeds or cash have not been applied to increase the calculation of the Cumulative Credit pursuant to clauses (2) or (3) of the definition thereof or applied to make Restricted
Payments specified in Section 4.04(b)(ii), (iv) or (ix) or to make Permitted Investments specified in clause (9), (12) or (19) of the definition thereof (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing
Amount); 
 (xiv) any guarantee by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer
or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that (A) if such Indebtedness is by its
express terms subordinated in right of payment to the Notes or the Guarantee of the Issuer or such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Notes or
such Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee, as applicable, and (B) if such guarantee is of Indebtedness of the Issuer, such guarantee is Incurred in
accordance with, or not in contravention of, Section 4.11 solely to the extent Section 4.11 is applicable; 
 (xv)
Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary that serves to replace, refund, refinance or defease any Indebtedness (or unutilized commitments in respect of Indebtedness
(only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the purposes of this covenant)) Incurred or Disqualified Stock or Preferred Stock issued as permitted under
Section 4.03(a) and clauses (i), (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx), (xxiii) and (xxvii) of this Section 4.03(b) up to the outstanding principal amount (or, if applicable, the liquidation preference, face amount, or
the like) or, if greater, committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the purposes of this Section 4.03) of


  
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such Indebtedness or Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued or committed pursuant to
Section 4.03(a) or clauses (i), (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx), (xxiii) and (xxvii) of this Section 4.03(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so replace, refund, refinance or
defease such Indebtedness (or such unutilized commitments in respect of Indebtedness), Disqualified Stock or Preferred Stock, plus any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender
premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however,
that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness
is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being replaced, refunded, refinanced or defeased and (y) the Weighted Average
Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being replaced, refunded, refinanced or defeased that were due on or after the date that is one year following the last
maturity date of any Notes then outstanding were instead due on such date (provided that this subclause (1) will not apply to any replacement, refunding, refinancing or defeasance of any Secured Indebtedness); 

(2) to the extent such Refinancing Indebtedness refinances (a) Indebtedness subordinated in right of payment to the Notes
or a Guarantee, as applicable, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or
Preferred Stock; and 
 (3) shall not include (x) Indebtedness of a Restricted Subsidiary that is not the Issuer or a
Guarantor that refinances Indebtedness of the Issuer or a Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; 

(xvi) Indebtedness, Disqualified Stock or Preferred Stock of (A) the Issuer or any Restricted Subsidiary Incurred to
finance an acquisition or Investment permitted under this Indenture or (B) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary in
accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either: 

(1) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); or 

(2) either (x) the Fixed Charge Coverage Ratio of the Issuer would be no less than immediately prior to such acquisition
or merger, consolidation or amalgamation or (y) the Total Indebtedness Leverage Ratio of the Issuer would be no greater than immediately prior to such acquisition, merger, consolidation or amalgamation; 

provided further that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not the Issuer or Guarantors
Incurred under clause (x) and outstanding at the time of Incurrence, together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, shall not exceed the greater of $225.0 million and 0.25
multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately
preceding such date on which such additional Indebtedness is Incurred and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the
Additional Refinancing Amount); 
 (xvii) Indebtedness in connection with Permitted Securitization Financings; 

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

(xix) Indebtedness of the Issuer or any Restricted Subsidiary (i) supported by a letter of credit or bank guarantee issued
pursuant to Bank Indebtedness, in a principal amount not in excess of the stated amount of such letter of credit or (ii) in respect of cash management services in the ordinary course of business or consistent with past practice or industry
norm; 
 (xx) Indebtedness of any Restricted Subsidiary that is not a Guarantor; provided, however, that the
aggregate principal amount of Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xx), together with Refinancing
Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, does not exceed the greater of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for
which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred and after giving pro forma
effect thereto as if such event occurred at the beginning of such four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); 

(xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business or consistent with past practice or industry norm; 

(xxii) Indebtedness consisting of Indebtedness issued by the Issuer or a Restricted Subsidiary to current or former officers,
directors and employees thereof or any direct or indirect parent thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent
of the Issuer to the extent permitted by Section 4.04; 
 (xxiii) Indebtedness of, Incurred on behalf of, or
representing guarantees of Indebtedness of, joint ventures of the Issuer and any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xviii), when aggregated with the
principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xviii) at the time of Incurrence, together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, does
not exceed the greater of $250.0 million and 0.30 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s
election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (plus, in the case of any Refinancing Indebtedness, the
Additional Refinancing Amount); 
 (xxiv) guarantees by the Issuer and its Restricted Subsidiaries of Indebtedness under
customer financing lines of credit entered into in the ordinary course of business or consistent with past practice or industry norm; 

(xxv) Indebtedness in respect of Obligations of the Issuer or any Restricted Subsidiary to pay the deferred purchase price of
goods or services or progress payments in connection with such goods and services; provided that such obligations are Incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business
or consistent with past practice or industry norm and not in connection with the borrowing of money or any Hedging Obligations; 

(xxvi) Indebtedness of the Issuer or any Restricted Subsidiary to or on behalf of any joint venture (regardless of the form of
legal entity) that is not a Restricted Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Issuer and its Restricted
Subsidiaries; and 

  
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 (xxvii) Indebtedness in respect of any foreign working capital lines
(x) in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (xv) above, not to exceed $100.0 million (plus, in the case of any Refinancing Indebtedness, the
Additional Refinancing Amount) and (y) assumed in connection with the Acquisition in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) above, not to exceed the
greater of $225.0 million and 25% of EBITDA outstanding at any time (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount). 

(c) For purposes of determining compliance with this Section 4.03: 

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxvii) of Section 4.03(b) above (or any portion thereof) or is entitled to be Incurred or issued pursuant to Section 4.03(a), then
the Issuer may, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any
manner that complies with this Section 4.03; provided that Indebtedness outstanding under the Credit Agreement on the Issue Date shall be Incurred under Section 4.03(b)(i) may not be reclassified; 

(2) at the time of Incurrence, division, classification or reclassification, the Issuer will be entitled to divide and classify
an item of Indebtedness in more than one of the categories of Indebtedness described in Section 4.03(a) or clauses (i) through (xxvii) of Section 4.03(b) (or any portion thereof) without giving pro forma effect to the
Indebtedness Incurred, divided, classified or reclassified pursuant to any other clause or paragraph of Section 4.03 (or any portion thereof) when calculating the amount of Indebtedness that may be Incurred, divided, classified or reclassified
pursuant to any such clause or paragraph (or any portion thereof) at such time; and 
 (3) in connection with the Incurrence
or issuance, as applicable, of (x) revolving loan Indebtedness under this Section 4.03 or (y) any commitment relating to the Incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock under this Section 4.03
and the granting of any Lien to secure such Indebtedness, the Issuer or applicable Restricted Subsidiary may designate such Incurrence or issuance and the granting of any Lien therefor as having occurred on the date of first Incurrence of such
revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related subsequent actual Incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under this Indenture to have been
Incurred or issued and granted on such Deemed Date, including, without limitation, for purposes of calculating the Fixed Charge Coverage Ratio, usage of any baskets hereunder (if applicable), the Total Indebtedness Leverage Ratio, the Secured
Leverage Ratio, the Senior Secured Leverage Ratio and EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed Incurrence
or issuance, the granting of any Lien therefor and related transactions in connection therewith). 
 Accrual of interest, the accretion of
accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount or deferred financing costs, the accretion of original issue
discount or deferred financing costs or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness
described in clause (3) of the definition of “Indebtedness” will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect
of letters of credit and similar obligations relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided
that the Incurrence of the Indebtedness represented by such guarantee, letter of credit or similar obligation, as the case may be, was in compliance with this Section 4.03. 

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed
or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long
as the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. 

  
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 Notwithstanding any other provision of this Section 4.03, the maximum amount of
Indebtedness that the Issuer and its Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of
currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the
currencies in which the respective Indebtedness is denominated that is in effect on the date of the refinancing. 
 SECTION 4.04
Limitation on Restricted Payments. 
 (a) the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly
or indirectly: 
 (i) pay any dividend or make any distribution on account of any of the Issuer’s or any of the
Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions payable solely in Equity Interests (other
than Disqualified Stock) of the Issuer or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a
Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of
Equity Interests); 
 (ii) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer; 

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case
prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in
anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness
permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv) make any Restricted Investment 

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment: 
 (1) no Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on a pro
forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a); and 
 (3) such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (vi)(C) and (xiii) of
Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit outstanding at such time. 

(b) The provisions of Section 4.04(a) shall not prohibit: 

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

  
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 (ii) (A) the redemption, repurchase, retirement or other acquisition of any
Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness of the Issuer, any direct or indirect parent of the Issuer, or any Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of,
Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively,
including any such contributions, “Refunding Capital Stock”), (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Issuer) of Refunding Capital Stock, and (C) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (vi) of this Section 4.04(b) and not made
pursuant to clause (ii)(B), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any
direct or indirect parent of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement; 

(iii) the redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of the Issuer or
any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor which is Incurred in accordance with Section 4.03 so long as: 

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or
accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms
of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, plus any defeasance costs, fees and expenses incurred in connection therewith), 

(B) such Indebtedness is subordinated to the Notes or the related Guarantee of such Guarantor, as the case may be, at least to
the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value, 

(C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final
scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Notes then outstanding, and 

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal
on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date; 

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the
Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director, officer or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed
$20.0 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum of $40.0 million in any calendar year; provided, further,
however, that such amount in any calendar year may be increased by an amount not to exceed: 

  
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 (A) the cash proceeds received by the Issuer or any of the Restricted
Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of the Issuer and
the Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not
increase the amount available for Restricted Payments under clause (3) of the definition of Cumulative Credit), plus 

(B) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer
(to the extent contributed to the Issuer) or the Restricted Subsidiaries after the Issue Date; 
 provided that the Issuer may elect
to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from
any present or former employees, directors, officers or consultants of the Issuer, any Restricted Subsidiary or the direct or indirect parents of the Issuer in connection with a repurchase of Equity Interests of the Issuer or any of its direct or
indirect parents will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture; 

(v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the
Issuer or any Restricted Subsidiary issued or Incurred in accordance with Section 4.03; 
 (vi) (A) the declaration and
payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; (B) a Restricted Payment to any direct or indirect parent of the Issuer, the
proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of the Issuer issued after the Issue Date;
provided that the aggregate amount of dividends declared and paid pursuant to this clause (B) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than
Disqualified Stock) issued after the Issue Date; and (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii);
provided, however, in the case of each of clauses (A) and (C) above of this clause (vi), that for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the
Issuer’s election, be internal financial statements) immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions and treating such Designated
Preferred Stock as Indebtedness for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Issuer could Incur $1.00 of additional Indebtedness pursuant to
Section 4.03(a); 
 (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined
in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the sum of (a) the greater of $225.0 million and 0.25 multiplied by the Pro
Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such event
and giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters and (b) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided,
however, that if any Investment pursuant to this clause (vii) is made in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted
Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (vii) for so long as
such Person continues to be the Issuer or a Restricted Subsidiary; 

  
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 (viii) [reserved]; 

(ix) Restricted Payments that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded
Contributions; 
 (x) Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made
pursuant to this clause (x) that are at that time outstanding, not to exceed the greater of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which
consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such event and giving pro forma effect thereto as if such event occurred at the beginning of
such four fiscal quarters; 
 (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries; 
 (xii) Restricted Payments that
are made in honoring any conversion request by a holder of convertible Indebtedness and making cash payments in lieu of fractional shares in connection with any such conversion and making payments on convertible Indebtedness in accordance with its
terms, in each case, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the
holders of such Capital Stock (as determined in good faith by the Issuer); 
 (xiii) [reserved]; 

(xiv) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants; 
 (xv) any consideration, payment, dividend,
distribution or other transfer in connection with a Permitted Securitization Financing; 
 (xvi) Restricted Payments by the
Issuer or any Restricted Subsidiary to allow the payment of the exercise price, withholding taxes or cash in lieu of the issuance of fractional shares upon the vesting or exercise of equity-based compensation, including options or upon the exercise
of warrants or upon the conversion or exchange of Equity Interests of any such Person; 
 (xvii) the repurchase, redemption
or other acquisition or retirement for value of any Preferred Stock or any Subordinated Indebtedness pursuant to provisions similar to those described in Section 4.06 and Section 4.08; provided that all Notes tendered by holders of
the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; 

(xviii) payments or distributions to dissenting stockholders or stockholders exercising appraisal rights pursuant to applicable
law or as a result of the settlement of any stockholder claims or action (whether actual, contingent or potential), pursuant to or in connection with (x) the Transactions or (y) a consolidation, amalgamation, merger or transfer of all or
substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided that as a result of such consolidation, amalgamation, merger or transfer of assets referred to in
clause (y), the Issuer shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value; 

(xix) any Restricted Payment used to fund the Transactions and the payment of fees and expenses Incurred in connection with the
Transactions or owed by the Issuer or Restricted Subsidiaries of the Issuer to Affiliates, and any other payments made, whether payable on the Issue Date or thereafter, in each case to the extent permitted by Section 4.07; 

  
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 (xx) any Restricted Payment made under or as contemplated by the Acquisition
Agreement (as in effect on the Issue Date); and 
 (xxi) any Restricted Payment so long as, immediately after giving effect
to such Restricted Payment, the Total Indebtedness Leverage Ratio for the most recently ended four fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements)
immediately preceding such Restricted Payment is not greater than 3.00 to 1.00 on a pro forma basis; 
 provided, however, that at the
time of, and after giving effect to, any Restricted Payment permitted under clauses (vi), (vii), (x), (xi) and (xxi) of this Section 4.04(b), no Event of Default (except a Reporting Failure) shall have occurred and be continuing or
would occur as a consequence thereof; provided, further, that any Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property. 

(c) For purposes of determining compliance with this Section 4.04, (i) a Restricted Payment or Permitted Investment need not be
permitted solely by reference to one category of permitted Restricted Payments (or any portion thereof) or Permitted Investments (or any portion thereof) described in the above clauses or the definitions thereof but may be permitted in part under
any combination thereof and (ii) in the event that a Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) meets the criteria of one or more of the categories of permitted Restricted Payments (or any
portion thereof) or Permitted Investments (or any portion thereof) described in the above clauses or the definitions thereof, the Issuer may, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify, such
permitted Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) in any manner that complies with this Section 4.04 and at the time of division, classification or reclassification will be entitled to only
include the amount and type of such Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) in one of the categories of permitted Restricted Payments (or any portion thereof) or Permitted Investments (or any
portion thereof) described in the above clauses or the definitions thereof. In the event that a Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) is divided, classified or reclassified under clause
(xxi) above, the first proviso of clause (19) of the definition of “Permitted Investments” or clause (26) of the definition of “Permitted Investments” (such clauses, the “Incurrence Clauses”), the
determination of the amount of such Restricted Payment or Permitted Investment that may be made pursuant to the Incurrence Clauses shall be made without giving pro forma effect to any substantially concurrent Incurrence of Indebtedness to
finance any other Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) divided, classified or reclassified under any of the above clauses or the definitions thereof other than an Incurrence Clause. 

(d) In connection with any commitment, definitive agreement or similar event relating to (i) any Investment, (ii) any repurchase,
defeasance, satisfaction and discharge or repayment of Indebtedness for which irrevocable notice may be given in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and/or (iii) any dividend or
distribution as to which a declaration has been made (collectively, “Limited Condition Transactions”), the Issuer or applicable Restricted Subsidiary may designate such Limited Condition Transaction as having occurred on the date of
the commitment, definitive agreement or similar event relating thereto (such date, the “Election Date”) if, after giving pro forma effect to such Limited Condition Transaction and all related transactions in connection therewith and
any related pro forma adjustments, the Issuer or any of its Restricted Subsidiaries would have been permitted to make such Limited Condition Transaction on the relevant Election Date in compliance with this Indenture, and any related subsequent
actual making of such Limited Condition Transaction will be deemed for all purposes under this Indenture to have been made on such Election Date, including, without limitation, for purposes of calculating any ratio, compliance with any test, usage
of any baskets hereunder (if applicable) and EBITDA and for purposes of determining whether there exists any Default or Event of Default (and all such calculations on and after the Election Date until the termination, expiration, passing,
rescission, retraction or rescindment of such commitment, definitive agreement or similar event shall be made on a pro forma basis giving effect thereto and all related transactions in connection therewith). 

(e) The Issuer will not permit any Restricted Subsidiary to become an Unrestricted Subsidiary except pursuant to the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated on such date of designation will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will only be permitted if a Restricted Payment
or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

  
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 SECTION 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries. the
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to: 
 (a) (i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary
(1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any Restricted Subsidiary; 

(b) make loans or advances to the Issuer or any Restricted Subsidiary; or 

(c) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary; 

except in each case for such encumbrances or restrictions existing under or by reason of: 

(1) (A) contractual encumbrances or restrictions in effect on the Completion Date, and (B) contractual encumbrances or
restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings,
replacements or refinancings of such agreements or instruments; 
 (2) this Indenture, the Secured Notes Indenture, the Notes
and the Secured Notes; 
 (3) applicable law or any applicable rule, regulation or order; 

(4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at
the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; 

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the
right of the debtor to dispose of the assets securing such Indebtedness; 
 (7) restrictions on cash or other deposits or net
worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or consistent with past practice or industry norm or arising in connection with any Permitted Liens; 

(8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of
business or consistent with past practice or industry norm; 
 (9) purchase money obligations for property acquired and
Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; 

(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of
business or consistent with past practice or industry norm; 

  
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 (11) in the case of Section 4.05(c) above, any encumbrance or
restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without
limitation, licenses of intellectual property) or other contracts; 
 (12) any encumbrances or restrictions contained in any
Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; 
 (13) other Indebtedness,
Disqualified Stock or Preferred Stock (a) of the Issuer or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such
encumbrances and restrictions contained in any agreement or instrument will not materially adversely affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer);
provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 

(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or 

(15) any encumbrances or restrictions of the type referred to in Section 4.06(a), (b) or (c) above imposed by any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such dividend and other payment
restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or
liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to
the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 

SECTION 4.06 Asset Sales. 

(a) the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer
or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of and (y) at
least 75% of the consideration for such Asset Sale, together with all Asset Sales since the Issue Date on a cumulative basis, received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents;
provided that the amount of: 
 (i) any liabilities (as shown on the Issuer’s or a Restricted Subsidiary’s
most recent balance sheet or in the notes thereto) of the Issuer or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets or that are
otherwise cancelled or terminated in connection with the transaction with such transferee, 
 (ii) any notes or other
obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the
cash received), 
 (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of
such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, 

  
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 (iv) consideration consisting of Indebtedness of the Issuer or a Restricted
Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, 

(v) any Capital Stock or assets of the kind referred to in Section 4.06(b)(i)(E), and 

(vi) any Designated Non-cash Consideration received by the Issuer or any Restricted
Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this
Section 4.06(a)(vi) that is at that time outstanding, not to exceed the greater of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated
financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding the receipt of such Designated Non-cash Consideration and after giving
pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time
received and without giving effect to subsequent changes in value), 
 shall in each case be deemed to be Cash Equivalents for the purposes of this
Section 4.06(a). 
 (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any
Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: 
 (i)
to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted hereunder, (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Note Obligations or
(D) other Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for the avoidance of doubt, does not include
Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the Issuer will equally and ratably reduce the Notes Obligations either, as the Issuer shall elect in its sole
discretion, pursuant to Section 3.01, through open-market purchases that are at or above 100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value
thereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase a pro rata principal amount of Notes (subject to adjustment to maintain authorized denominations) at a purchase
price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any); or (E) to make an
investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary or in an increase in the
percentage ownership by the Issuer (or a Restricted Subsidiary) in such Restricted Subsidiary), assets, or property or capital expenditures, in each case used or useful in a Similar Business or that replace the properties and assets that are the
subject of such Asset Sale or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. 

In the case of Section 4.06(b)(i)(E), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date
of such commitment until the 21-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any reason after
the 450th day after the receipt of such Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted
Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer or such Restricted
Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied
or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds. 

  
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 Pending the final application of any Net Proceeds, the Issuer (or any applicable Restricted
Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. If the Issuer has not applied any Net Proceeds from any Asset Sale as provided and within the
time period set forth in the two immediately preceding paragraphs of this Section 4.06(b), then, in lieu of applying such Net Proceeds in such manner, such Net Proceeds (it being understood that any portion of such Net Proceeds used to make an
offer to purchase Notes shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer
shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such other Pari Passu
Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the
Notes or such other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser
price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an
Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $50.0 million by mailing, or delivering electronically if held by the Depository, the notice
required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuer may, at its option, satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net
Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $50.0 million or less (it being understood that such Net Proceeds used to make an Asset Sale Offer shall
satisfy the foregoing obligations with respect to Net Proceeds whether or not such offer is accepted). To the extent that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Issuer may use any remaining Excess Proceeds (the “Remaining Excess Proceeds”) for any purpose that is not prohibited by this Indenture and shall not be required to use them for any other purpose. If the
aggregate principal amount of Notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes to be purchased in the manner described in Section 4.06(e).
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are Remaining Excess Proceeds upon such completion). 

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

(d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall
deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation
the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the
amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration
of the Offer Period for application in accordance with this Section 4.06. 
 (e) Holders electing to have a Note purchased shall be
required to surrender such Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the
Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a
statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to
purchase, selection of such Notes for purchase shall be made by the Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuer shall notify the Trustee of any such
listing), or if such Notes are not so listed, on a pro rata basis to the extent practicable (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased
in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. 

  
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 (f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail,
postage prepaid, or delivered electronically if held by the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address, with a copy to the Trustee. If any Note is to be
purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. 

SECTION 4.07 Transactions with Affiliates. 

(a) the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million, unless such Affiliate Transaction is on terms
that are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated
Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is
otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety. 

(b) The provisions of Section 4.07(a) shall not apply to the following: 

(i) transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted
Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash,
Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 

(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; 

(iii) the payment of reasonable and customary fees and compensation and reimbursement of expenses paid to, and indemnity and
employment and severance arrangements provided on behalf of or for the benefit of, officers, directors, employees or consultants of the Issuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer; 

(iv) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair, when taken as a whole, to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.07(a); 

(v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a
majority of the Board of Directors of the Issuer in good faith; 
 (vi) any agreement as in effect as of the Completion Date
or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the
Completion Date, as determined in good faith by the Issuer) or any transaction contemplated thereby; 

  
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 (vii) the existence of, or the performance by the Issuer or any Restricted
Subsidiary of its obligations under the terms of, any stockholders or other agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Completion Date, and any transaction,
agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or
the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the
Completion Date shall only be permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or
arrangement are not otherwise materially more disadvantageous to the holders of the Notes than the original transaction, agreement or arrangement as in effect on the Completion Date or described in the Offering Memorandum, as determined in good
faith by the Issuer; 
 (viii) the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards
related to the Transactions; 
 (ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or
services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with past practice or industry norm and otherwise in compliance with the terms of this
Indenture, which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at
such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice or industry norm; 

(x) any transaction pursuant to any Permitted Securitization Financing; 

(xi) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; 

(xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary, as
appropriate, in good faith; 
 (xiii) the entering into of any tax sharing agreement or arrangement that complies with
Section 4.04(b)(xii) and the performance under any such agreement or arrangement; 
 (xiv) [reserved]; 

(xv) transactions permitted by, and complying with, Section 5.01; 

(xvi) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of
the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other
Person; 
 (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management
purposes in the ordinary course of business; 
 (xix) any employment agreements entered into by the Issuer or any Restricted
Subsidiary in the ordinary course of business; 
 (xx) [reserved]; 

(xxi) [reserved]; 

  
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 (xxii) transactions undertaken in good faith (as certified by a responsible
financial or accounting officer of the Issuer in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this
Indenture; and 
 (xxiii) Investments by Affiliates of the Issuer in securities of the Issuer or any Restricted Subsidiary
(and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as (i) the Investment is being generally offered to
other investors on the same or more favorable terms and (ii) the Investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities. 

SECTION 4.08 Change of Control. 

(a) Upon the occurrence of a Change of Control, each holder shall have the right to require the Issuer to repurchase all or any part of such
holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall
not be obligated to purchase any Notes pursuant to this Section 4.08 in the event that it has previously or concurrently elected to redeem all such Notes in accordance with Article III of this Indenture. In the event that at the time of such
Change of Control, the terms of any Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then within 30 days following any Change of Control, the Issuer and the other obligors thereunder shall:
(i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender and/or noteholder who has accepted such offer; or
(ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b). 

(b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem all outstanding
Notes in accordance with Article III of this Indenture, the Issuer shall mail to each holder’s registered address, or deliver electronically if held by the Depository, with a copy to the Trustee a notice (a “Change of Control
Offer”) stating: 
 (i) that a Change of Control has occurred and that such holder has the right to require the
Issuer to repurchase such holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of
record on the relevant Record Date to receive interest on the relevant Interest Payment Date); 
 (ii) the circumstances and
relevant facts and financial information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no
earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the
expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction); and 

(iv) the instructions determined by the Issuer, consistent with this Section 4.08, that a holder must follow in order to
have its Notes purchased. 
 (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form
duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business
Day prior to the purchase date a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that such holder is withdrawing his election to
have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. 

  
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 (d) On the purchase date, all Notes purchased by the Issuer under this Section 4.08
shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the holders entitled thereto. 

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (f) Notwithstanding the provisions
of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer (an “Alternate Offer”). 

(g) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be
retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding paragraph (f) will have the status of Notes issued and outstanding. 

(h) At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering holder. 
 (i) Prior to any Change of Control Offer, the Issuer shall deliver
to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with. 

(j) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof. 

(k) If holders of not less than 90% in the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in
a Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, and the Issuer, or any third party making a Change of Control Offer, Alternate Offer or other tender offer, purchases all of the Notes validly tendered
and not withdrawn by such holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior written notice to the holders (with a copy to the Trustee), given not more than 30 days following such
purchase pursuant to the Change of Control Offer, Alternate Offer or other tender offer to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each holder in the Change of Control Offer,
Alternate Offer or other tender offer, plus, to the extent not included in such payment, accrued and unpaid interest, if any, to, but excluding, the date of redemption. Any such redemption shall be effected pursuant to Article III. 

SECTION 4.09 Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Issuer, beginning with the fiscal year ending December 31, 2023, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have
knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If such Officer does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with
respect thereto. Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.09, the
Trustee shall have no duty to review, ascertain or confirm the Issuer’s compliance with or the breach of any representation, warranty or covenant made in this Indenture. 

  
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 SECTION 4.10 Reserved. 

SECTION 4.11 Future Subsidiary Guarantors. The Issuer shall cause each Wholly Owned Restricted Subsidiary that is not an Excluded
Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Bank Indebtedness of the Issuer or any of the Subsidiary Guarantors, within 60 days of such triggering event, to execute and deliver to the
Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee payment of the Notes; provided that each of the Issuer’s Restricted
Subsidiaries that becomes a Restricted Subsidiary upon the consummation of the Acquisition and that guarantees or becomes a borrower under the Credit Agreement shall execute and deliver to the Trustee a supplemental indenture substantially in the
form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee payment of the Notes substantially simultaneously with such Restricted Subsidiary guaranteeing or becoming a borrower under the Credit
Agreement. Any periods of time for the addition of any Guarantor hereunder shall be deemed extended to the extent the same period is extended in respect of the Credit Agreement. 

SECTION 4.12 Liens. 

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any
Lien (except Permitted Liens) (each a “Subject Lien”) on any asset or property of the Issuer or such Restricted Subsidiary that secures Obligations under any Indebtedness or any related guarantees of Indebtedness, unless (A) in
the case of any Subject Lien securing Subordinated Indebtedness, the Notes (or a Guarantee in the case of a Subject Lien on assets or property of a Guarantor) are secured on a senior basis to such Lien, and (B) in all other cases, the Notes and
the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict Liens securing obligations in respect of the Notes and the Guarantees. Any Lien that is granted to secure the Notes or any Guarantee under this
Section 4.12(a) shall be automatically and unconditionally released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes or such Guarantee. 

(b) For purposes of determining compliance with this Section 4.12, (i) a Lien securing an item of Indebtedness (or any portion
thereof) need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a) but may be permitted in part under any
combination thereof and (ii) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of
“Permitted Liens” or pursuant to Section 4.12(a), the Issuer may, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien securing such item of
Indebtedness (or any portion thereof) in any manner that complies with this Section 4.12 and at the time of Incurrence, division, classification or reclassification will be entitled to only include the amount and type of such Lien or such item
of Indebtedness secured by such Lien (or any portion thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a) and, in such event,
such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to Section 4.12(a) without giving pro forma
effect to such item (or any portion thereof) when calculating the amount of Liens or Indebtedness (or any portion thereof) that may be Incurred pursuant to any other clause or paragraph (or any portion thereof) at such time. In addition, with
respect to any revolving loan Indebtedness or commitment relating to the Incurrence of Indebtedness that is designated to be Incurred on any date pursuant to Section 4.03(c)(3), any Lien that does or that shall secure such Indebtedness may also
be designated by the Issuer or any Restricted Subsidiary to be Incurred on such date and, in such event, any related subsequent actual Incurrence of such Lien shall be deemed for all purposes under this Indenture to be Incurred on such prior date,
including for purposes of calculating usage of any Permitted Lien until such time as the related Indebtedness is no longer deemed outstanding pursuant to Section 4.03(c)(3). 

(c) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of
interest, the accretion of accreted value, the amortization of original issue discount or deferred financing costs, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of the Issuer, the
payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or deferred financing costs or liquidation preference and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (3) of the definition of “Indebtedness.” 

  
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 SECTION 4.13 [Intentionally Omitted]. 

SECTION 4.14 Maintenance of Office or Agency. 

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange. The Issuer 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 Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made at the Corporate Trust Office of the Trustee as set forth in Section 14.02; provided that,
no office of the Trustee shall be an office or agency of the Issuer for purposes of service of legal process on the Issuer or any Guarantor. 

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such
purposes. The Issuer 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. 

(c) The Issuer hereby designates the Corporate Trust Office of the Trustee or its agent as such office or agency of the Issuer in accordance
with Section 2.04. 
 SECTION 4.15 Covenant Suspension. If on any date following the Issue Date, (i) the Notes have
Investment Grade Ratings from two of three Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such date (the occurrence of the events described in the foregoing clauses (i) and
(ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05,
4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). 
 In the event that the Issuer and its
Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or more of the Rating Agencies
withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, such that the Notes do not have an Investment Grade Rating from at least two Rating Agencies, then the Issuer and its Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the
“Suspension Period.” 
 The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion
Date within five Business Days of the occurrence thereof. The Trustee shall have no duty to monitor the ratings of the Notes, determine or verify whether a Covenant Suspension Event or Reversion Date has occurred or provide notice to the holders of
the Notes of any such Covenant Suspension Event or Reversion Date. 
 On each Reversion Date, all Indebtedness Incurred, or Disqualified
Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Sections 4.03(a) or (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted
to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or
Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is
classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since
the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described
above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date,
the Issuer must comply with the terms of Section 4.11. 

  
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 For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds
amount will be reset to zero. 
 ARTICLE V 

SUCCESSOR COMPANY 

SECTION 5.01 When the Issuer and Subsidiary Guarantors May Merge or Transfer Assets. 

(a) The Issuer may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the
Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: 

(i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger,
winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called a “Successor Company”); 

(ii) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture
pursuant to supplemental indentures or other applicable documents or instruments; 
 (iii) immediately after giving effect to
such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the
time of such transaction), no Default shall have occurred and be continuing; 
 (iv) immediately after giving pro forma
effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of
such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either 

(A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to
Section 4.03(a); or 
 (B) either (i) the Fixed Charge Coverage Ratio would be no less than such ratio immediately
prior to such transaction or (ii) the Total Indebtedness Leverage Ratio would be no greater than such ratio immediately prior to such transaction; 

(v) if the Issuer is not the Successor Company, each Guarantor, unless it is the other party to the transactions described
above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and 

(vi) the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. 

  
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 The Successor Company (if other than the Issuer) will succeed to, and be substituted for,
the Issuer under this Indenture and the Notes, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv), (a) the
Issuer or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary and (b) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated
solely for the purpose of reincorporating or reorganizing the Issuer in another state of the United States, the District of Columbia or any territory of the United States (collectively, the “Permitted Jurisdictions”) or may convert
into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 

This Section 5.01(a) will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the
Issuer and the Guarantors. 
 (b) Subject to the provisions of Section 12.02(b), no Subsidiary Guarantor shall, and the Issuer shall not
permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related transactions to, any Person unless: 
 (i) either
(A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of such Subsidiary Guarantor’s jurisdiction of organization or a Permitted
Jurisdiction (a “Subsidiary Guarantor Jurisdiction”) (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”) and the Successor Subsidiary Guarantor
(if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Notes and the Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or
instruments, or (B) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06; and 

(ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 

Except as otherwise provided in this Indenture, the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) will succeed to,
and be substituted for, such Subsidiary Guarantor under this Indenture, the Notes and the Guarantee, as applicable, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture, the Notes and
its Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in a Subsidiary
Guarantor Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Subsidiary Guarantor Jurisdiction so long as the amount of Indebtedness of such Subsidiary
Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with the Issuer or any Restricted Subsidiary. 

In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into,
liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to the Issuer or another Guarantor. 

ARTICLE VI 
 DEFAULTS
AND REMEDIES 
 SECTION 6.01 Events of Default. An “Event of Default” occurs with respect to Notes if: 

(a) there is a default in any payment of interest on any Note when due, continued for 30 days, 

  
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 (b) there is a default in the payment of principal or premium, if any, of any Note when due
at its Stated Maturity, upon optional or special mandatory redemption, upon required repurchase, upon declaration or otherwise, 
 (c) there
is a failure by the Issuer for 180 days after receipt of written notice given by the Trustee or the holders of not less than 30% in aggregate principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its
obligations, covenants or agreements in Section 4.02, 
 (d) there is a failure by the Issuer or any Restricted Subsidiary for 60 days
after written notice given by the Trustee or the holders of not less than 30% in aggregate principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants or agreements (other than a
default referred to in clauses (a), (b) and (c) above) contained in the Notes or this Indenture, 
 (e) there is a failure by the Issuer
or any Significant Subsidiary (other than any Special Purpose Securitization Subsidiary) (or any group of Subsidiaries that together would constitute a Significant Subsidiary, other than any Special Purpose Securitization Subsidiary) to pay any
Indebtedness for borrowed money (other than Indebtedness owing to the Issuer or a Restricted Subsidiary or any Permitted Securitization Financing) within any applicable grace period after final maturity or the acceleration of any such Indebtedness
by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $150.0 million (or its foreign currency equivalent) (the “cross acceleration provision”), 

(f) the Issuer or any Significant Subsidiary (other than any Special Purpose Securitization Subsidiary) (or any group of Subsidiaries that
together would constitute a Significant Subsidiary, other than any Special Purpose Securitization Subsidiary) (the “bankruptcy provisions”) pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary
case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or (iv) makes a general assignment for the
benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, 
 (g) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Issuer or any Significant Subsidiary in an involuntary case; (ii) appoints a Custodian of the Issuer or any Significant Subsidiary or for
any substantial part of its property; or (iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary; or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for
60 days, 
 (h) there is a failure by the Issuer or any Significant Subsidiary (other than any Special Purpose Securitization Subsidiary) (or
any group of Subsidiaries that together would constitute a Significant Subsidiary, other than any Special Purpose Securitization Subsidiary) to pay final judgments aggregating in excess of $150.0 million (or its foreign currency equivalent)
(net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days, or 

(i) the Subsidiary Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
with respect to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof), or the Issuer or any Subsidiary Guarantor that qualifies as a Significant Subsidiary (or any group of Subsidiaries that together would
constitute a Significant Subsidiary) denies or disaffirms its obligations under this Indenture or any Guarantee with respect to the Notes (except as contemplated by the terms thereof) and such Default continues for 10 Business Days. 

However, a default under clauses (c) or (d) above shall not constitute an Event of Default until the Trustee notifies the Issuer or the
holders of at least 30% in aggregate principal amount of outstanding Notes notify the Issuer, with a copy to the Trustee, of the default and the Issuer does not cure such default within the time specified in clauses (c) or (d) above after
receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within five Business Days after the occurrence
thereof, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to
take with respect thereto. 

  
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 The term “Bankruptcy Law” means the Bankruptcy Code, or any similar Federal
or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

SECTION 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or
(g) with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer (with a copy to the Trustee) may declare the
principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in
Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any
holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding,
however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an
Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action
(as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as
described above be annulled, waived or rescinded upon the happening of any such events. 
 Notwithstanding anything to the contrary
contained in this Indenture, if the gross proceeds of the Notes are deposited into the Escrow Account, upon an Event of Default occurring prior to the Completion Date, only the Special Mandatory Redemption Price plus accrued and unpaid interest
shall be recoverable. Each holder of a Note, in accepting such note, acknowledges the foregoing and agrees to be bound thereby. 

SECTION 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law
or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. To the extent required by law, all available remedies are cumulative. 
 SECTION 6.04 Waiver of Past Defaults. Provided
the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive an existing Default and its consequences except
(a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the holders will be restored to their former positions and rights
under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

SECTION 6.05 Control by Majority. The holders of a majority in principal amount of outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, if the
Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal
liability or expense for which it is not adequately indemnified, or subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other holder (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not such actions or forbearances are unduly prejudicial to any holder) or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to
indemnification satisfactory to it against all losses, liabilities and expenses caused by taking or not taking such action. 

  
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 SECTION 6.06 Limitation on Suits. 

(a) Except to enforce the contractual right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any
remedy with respect to this Indenture or the Notes unless: 
 (i) such holder has previously given the Trustee written notice
that an Event of Default is continuing, 
 (ii) holders of at least 30% in aggregate principal amount of the outstanding
Notes have requested in writing the Trustee to pursue the remedy, 
 (iii) such holders have offered, and if requested,
provided the Trustee security or indemnity satisfactory to it against any loss, liability or expense, 
 (iv) 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 

(v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent
with such written request within such 60-day period. 
 (b) A holder may not use this Indenture to
prejudice the rights of another holder or to obtain a preference or priority over another holder. 
 SECTION 6.07 Contractual Rights
of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual right of any holder to receive payment of principal of and interest on the Note held by such holder, on or after the respective due dates
thereof, or to bring 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) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the
extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07. 

SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other
professionals as the Trustee deems necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuer, the Subsidiary Guarantors, their creditors or their property, shall be entitled to participate as a
member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 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 6.10 Priorities. Any
money or property collected by the Trustee pursuant to this Article VI and any other money or property distributable in respect of the Issuer’s or any Guarantor’s obligations under this Indenture after an Event of Default shall be applied
in the following order: 
 FIRST: to the Trustee, its agents and attorneys for amounts due hereunder; 

  
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 SECOND: to the 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 and interest, respectively; and 

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

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

SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of more than 10% in principal amount of the Notes. 

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

TRUSTEE 

SECTION 7.01 Duties of Trustee. 

(a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested
in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in
any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to
it, the Trustee shall examine the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated
therein). 

  
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 (c) The Trustee may not be relieved from liability for its own negligent action, its own
grossly negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect
of paragraph (b) of this Section; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith
by a Trust Officer unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05; 
 (iv) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers; and 

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

 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section 7.01. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Issuer. 
 (f) Money or property held in trust by the Trustee need not be segregated from other funds or property except to the
extent required by law. In the absence of written investment direction from the Issuer, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the
Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such
investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of
such written investment direction from the Issuer. 
 (g) In the event that the Trustee is also acting as Notes Custodian, Registrar, or
Paying Agent hereunder, the rights, privileges, immunities, benefits and protections afforded to the Trustee pursuant to this Article VII shall also be afforded to such Notes Custodian, Registrar, or Paying Agent. 

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01. 
 SECTION 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may
require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 

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

(d) The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. 

  
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 (e) The Trustee may consult with counsel of its own selection and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance
with the advice or opinion of such counsel. 
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the holders of not less than a majority in
principal amount of the Notes at the time outstanding and indemnified in accordance with Section 6.05, 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 (or is requested in writing by the holders as set forth above) to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney,
at the expense of the Issuer and shall Incur no liability of any kind by reason of such inquiry or investigation. 
 (g) The Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the holders pursuant to this Indenture, unless such holders shall have offered, and if requested, provided to the
Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(i) The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not
less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent
of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place
thereof. 
 (k) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a
Trust Officer. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by
the Trustee at the Corporate Trust Office of the Trustee from the Issuer, any Guarantor or any holder, and such notice references the Notes and this Indenture. 

(l) The Trustee may request that the Issuer delivers an Officer’s Certificate setting forth the names of individuals and/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. 
 (m) The Trustee shall not be responsible or liable for punitive, special,
indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actions.

 (n) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this
Indenture. 
 (o) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action. 

  
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 (p) Any discretion, permissive right or privilege of the Trustee to take the actions
permitted by this Indenture shall not be construed as an obligation to do so. 
 SECTION 7.03 Individual Rights of Trustee. The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the
same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Guarantees or the Notes, it shall not be accountable for the Issuer’s use
of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer or any Guarantor in this Indenture, the Notes or in any document issued in connection with the sale of the Notes or in the Notes other than the
Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(a) or (b) (but only if the Trustee is also then the Paying Agent) and Sections 6.01(c), (d), (e),
(f), (g), (h) or (i), or of the identity of any Significant Subsidiary, unless either (a) a Trust Officer of the Trustee shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with
Section 13.02 hereof from the Issuer, any Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee under this Indenture and not in its individual capacity and all persons, including without limitation
the holders of Notes and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. 

SECTION 7.05 Notice of Default. If a Default occurs and is continuing and is actually known to a Trust Officer of the Trustee, the
Trustee shall mail, or deliver electronically if held by the Depository, to each holder of the Notes notice of the Default within the later of 90 days after the Default occur or 30 days after the Default is actually known to a Trust Officer or
written notice of the Default is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers
in good faith determines that withholding notice is in the interests of the noteholders. The Issuer is required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the
previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to
take in respect thereof. 
 SECTION 7.06 [Intentionally Omitted]. 

SECTION 7.07 Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time compensation for the Trustee’s
acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense
(including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred by it or 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 or Guarantee against the Issuer or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim
(whether asserted by the Issuer, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify
the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity
obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and such
Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, 

  
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however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable
judgment, there is no actual or potential conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party’s own willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final, non-appealable order). 

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

Such Lien and the Issuer’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction
or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs fees and expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the fees and expenses (including the fees, expenses and disbursements of the Trustee’s agents and
counsel) are intended to constitute expenses of administration under the Bankruptcy Law. 
 No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such
risk or liability is not assured to its satisfaction. 
 SECTION 7.08 Replacement of Trustee. 

(a) The Trustee may resign at any time by so notifying the Issuer. The holders of a majority in principal amount of the Notes may remove the
Trustee by so notifying the Trustee upon 30 days advance written notice and may appoint a successor Trustee. The Issuer shall remove the Trustee if: 

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

(ii) the Trustee is adjudged bankrupt or insolvent; 

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

(iv) the Trustee otherwise becomes incapable of acting. 

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

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail (or otherwise deliver in accordance
with the procedures of the Depository) a notice of its succession to the holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the TIA, any holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

  
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 (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the
Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09 Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the successor Trustee. 
 In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

 SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of
the TIA. The Trustee shall have a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right
to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of
securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met. 
 SECTION 7.11 Preferential Collection of Claims Against the Issuer. The Trustee
shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

 ARTICLE VIII 

DISCHARGE OF INDENTURE; DEFEASANCE 

SECTION 8.01 Discharge of Liability on Notes; Defeasance. 

(a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights, indemnities and immunities of
the Trustee (including, without limitation, Section 7.07) and rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 

(i) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for
cancellation or (B) all of the Notes not delivered to the Trustee for cancellation (1) have become due and payable, (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of
the Issuer, 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 Issuer, and the Issuer has irrevocably deposited
or caused to be deposited with the Trustee funds in an amount sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and
interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as applicable, together with irrevocable written instructions from the Issuer directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this
Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the
Trustee on or prior to the date of the redemption; 

  
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 (ii) the Issuer and/or the Guarantors have paid all other sums due and
payable under this Indenture; and 
 (iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

(b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this
Indenture with respect to the holders of the Notes (“legal defeasance option”), and (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 and the operation of
Section 5.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and 6.01(g) with respect to Significant Subsidiaries only), 6.01(h) and 6.01(i)
(“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes
and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor with respect to its Guarantee shall be terminated simultaneously with the termination of
such obligations. 
 If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of
an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case
of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 5.01(a)(iv). 

Upon satisfaction of the conditions set forth in this Article VIII and upon request of the Issuer, the Trustee shall acknowledge in writing
the discharge of those obligations that the Issuer terminated. 
 (c) Notwithstanding clauses (a) and (b) above, the Issuer’s
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 2.09 and Article VII, including, without limitation, Sections 7.07 and 7.08 and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture
shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction
and discharge. 
 SECTION 8.02 Conditions to Defeasance. 

(a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: 

(i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. dollars, U.S. Government Obligations that will
mature into cash at a time or times, and in amounts, or a combination thereof, that is sufficient to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be; 

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

(iii) no Default specified in Section 6.01(f) or (g) with respect to the Issuer shall have occurred or is continuing
on the date of such deposit; 
 (iv) the deposit does not constitute a default under any other material agreement or
instrument binding on the Issuer; 

  
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 (v) in the case of the legal defeasance option, the Issuer shall have
delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the
applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided
that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium
calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel
required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due
and payable at their Stated Maturity 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 Issuer; 

(vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on
such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; 

(vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to
the effect that the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Issuer delivers to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with. 
 (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a
future date in accordance with Article III. 
 SECTION 8.03 Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article VIII. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Notes so discharged or defeased. 
 SECTION 8.04 Repayment to
Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article VIII that, in the written opinion of a nationally recognized
firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof that would then be required to be deposited to effect
an equivalent discharge or defeasance in accordance with this Article VIII. 
 Subject to any applicable abandoned property law, the Trustee
and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuer for
payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies. 

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

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

ARTICLE IX 
 AMENDMENTS
AND WAIVERS 
 SECTION 9.01 Without Consent of the Holders. 

(a) The Issuer and the Trustee may amend this Indenture, the Notes, and the Guarantees without notice to or the consent of any holder: 

(i) to cure any ambiguity, omission, mistake, defect or inconsistency; 

(ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under
this Indenture and the Notes; 
 (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any
Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture, the Notes and its Guarantee; 

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

(v) to add a Guarantee or collateral with respect to the Notes; 

(vi) to secure the Notes and/or the related Guarantees and to add provisions regarding the release of collateral; 

(vii) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred
upon the Issuer or any Restricted Subsidiary; 
 (viii) to make any change that would provide any additional rights or
benefits to the holders or that does not adversely affect the rights of any holder in any material respect (as determined in good faith by the Issuer); 

(ix) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Unsecured
Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Unsecured Notes” in the
Offering Memorandum, as stated in an Officer’s Certificate; 
 (x) to comply with any requirement of the SEC in
connection with the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); 

(xi) to effect any provision of this Indenture; 

  
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 (xii) to make changes to provide for the issuance of Additional Notes, which
shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or 

(xiii) to add provisions to this Indenture and a new form of note to permit the issuance by the Issuer or its Subsidiary of
escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and
special mandatory redemption provisions). 
 (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail, or
otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 9.01. 
 SECTION 9.02 With Consent of the Holders. The Issuer and the Trustee may amend this
Indenture, the Notes and the Guarantees with the consent of the Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof
may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes).
However, without the consent of each holder of an outstanding Note affected, an amendment may not (with respect to any Note held by a non-consenting holder): 

(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 change the Stated Maturity of any Note, 

(4) reduce the principal or premium payable upon the redemption of any Note, change the dates on which any such principal or
premium is payable upon redemption pursuant to Article III or alter or waive the provisions with respect to any such redemption, 

(5) make any Note payable in money other than that stated in such Note, 

(6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, 

(7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such
holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, or 

(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent. 

It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section 9.02
becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section 9.02. 
 SECTION 9.03 Revocation and Effect of
Consents and Waivers. 
 (a) A consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent
holder of that Note or portion of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such holder or subsequent holder may revoke the consent or
waiver as to such holder’s Note or portion of the Note if the Trustee receives the notice of 

  
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revocation before the date on which the Trustee receives an Officer’s Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. After an amendment
or waiver becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the holders of the requisite principal amount of securities,
(ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the
Issuer, the Guarantors and the Trustee. 
 (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph,
those Persons who were holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

SECTION 9.04 Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may
require the holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer in
exchange for the Note shall issue and, upon written order of the Issuer signed by an Officer, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect
the validity of such amendment, supplement or waiver. 
 SECTION 9.05 Trustee to Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment, the Trustee shall be entitled to receive indemnity satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate, (ii) an Opinion of
Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with
its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors, certified by the Secretary or Assistant Secretary of the Issuer, authorizing the execution of such
amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto. 

SECTION 9.06 Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and
consent together on all matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate class on any matter. Determinations as to whether holders of the requisite aggregate principal
amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article IX and Section 2.13. 

ARTICLE X 

[Intentionally Omitted] 

ARTICLE XI 

[Intentionally Omitted] 

  
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 ARTICLE XII 

GUARANTEE 

SECTION 12.01 Guarantee. 

(a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, as a primary obligor
and not merely as a surety, to each holder and to the Trustee and its successors and assigns (i) the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under
this Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article
XII notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment
from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor
hereunder shall not be affected by (i) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or
otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(iv) the release of any security held by any holder or the Trustee for the Guaranteed Obligations or each Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (vi) any change in the ownership of each Guarantor, except as provided in Section 12.02(b). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors,
such that such Guarantor’s obligations would be less than the full amount claimed. 
 (c) Each Guarantor hereby waives any right to
which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each
Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. 

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

(e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and
future Pari Passu Indebtedness, senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor. 
 (f)
Except as expressly set forth in Sections 8.01(b), 12.02 and 12.05, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to
do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. 

  
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 (g) Subject to Section 12.02(b), as applicable, each Guarantor agrees that its
Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Subject to Section 12.02(b), as applicable, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of
the Issuer or otherwise. 
 (h) In furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has
at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the holders or the Trustee an amount
equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary
obligations of the Issuer to the holders and the Trustee. 
 (i) Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 12.01. 
 (j) Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any holder
in enforcing any rights under this Section 12.01. 
 (k) Upon request of the Trustee, each Guarantor shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

SECTION 12.02 Limitation on Liability. 

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

(b) A Subsidiary Guarantee as to any Restricted Subsidiary that is (or becomes) a party hereto on the date hereof or that executes a
supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Guarantee shall be deemed to be automatically released from all obligations under this Article
XII upon any of the following: 
 (i) the sale, disposition, exchange or other transfer (including through merger,
consolidation, amalgamation, dividend, distribution or otherwise) of the Capital Stock (including any sale, disposition, exchange or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the
applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; 

(ii) (i) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of
Section 4.04 and the definition of “Unrestricted Subsidiary” or (ii) the occurrence of any other event following which such Subsidiary Guarantor is no longer a Restricted Subsidiary in a manner not in violation of this Indenture;


  
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 (iii) the release or discharge of the guarantee by such Subsidiary Guarantor
under the Credit Agreement or any other Indebtedness which resulted in the obligation to guarantee the Notes, provided that no such Guarantee shall be released so long as the applicable Subsidiary Guarantor continues to guarantee the
Credit Agreement; 
 (iv) the Issuer’s exercise of its legal defeasance option or covenant defeasance option under
Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; 

(v) such Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing
Secured Indebtedness or other exercise of remedies in respect thereof; 
 (vi) the occurrence of a Covenant Suspension Event;
provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes
shall have been unconditionally guaranteed by each Guarantor (to the extent such guarantee is required by this Indenture) shall be taken within 30 days after such Reversion Date or as soon as reasonably practicable thereafter; 

(vii) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor with and into the Issuer or another
Subsidiary Guarantor or upon the liquidation or dissolution of such Subsidiary Guarantor, in each case, in a manner not in violation of this Indenture; and 

(viii) as set forth in Article IX of this Indenture. 

SECTION 12.03 Successors and Assigns. Subject to Section 12.02(b), as applicable, this Article XII shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment of rights by any holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 12.04 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right,
power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise. 

SECTION 12.05 Modification. No modification, amendment or waiver of any provision of this Article XII, nor the consent to any
departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 12.06 Execution of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary which is required to become a
Subsidiary Guarantor of the Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a
Subsidiary Guarantor under this Article XII and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee, in addition to the documents required by
Section 14.04, an Opinion of Counsel that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity,
whether considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms
and/or to such other matters as the Trustee may reasonably request. 

  
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 SECTION 12.07 Non-Impairment. The
failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof. 
 ARTICLE XIII 

ESCROW ARRANGEMENTS 

SECTION 13.01 Escrow Account. Notwithstanding anything to the contrary in this Indenture, on the Issue Date substantially
concurrently with the issuance of the Initial Notes, the Issuer shall cause to be deposited the gross proceeds of the offering of the Initial Notes, pursuant to the terms of the Escrow Agreement, into an Escrow Account (such deposited proceeds and
any other funds or other property from time to time held by the Escrow Agent in such Escrow Account for the Initial Notes, the “Escrowed Property”). The Issuer shall grant the Trustee, for its benefit and the benefit of the holders,
subject to certain Liens of the Escrow Agent as set forth in the Escrow Agreement, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure all Obligations in respect of the Initial Notes
including the payment of the Special Mandatory Redemption Price; provided that each such Lien and security interest shall automatically be released and terminate at such time as the applicable Escrowed Property is released from the Escrow
Account. 
 SECTION 13.02 Release of Escrowed Property. Upon the satisfaction of the Escrow Release Conditions on or prior to
the Escrow Release Date as provided in the Escrow Agreement, the Escrowed Property will be released in accordance with the Escrow Agreement and upon such release, the Notes shall no longer be subject to mandatory redemption pursuant to
Section 3.09 hereof. 
 SECTION 13.03 Escrow Agreement. By its acceptance of the Notes, each holder is deemed to have
authorized and directed the Trustee to execute, deliver and perform its obligations under, if any, the Escrow Agreement. 
 ARTICLE XIV

 MISCELLANEOUS 

SECTION 14.01 [Intentionally Omitted]. 

SECTION 14.02 Notices. 

(a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by
first-class mail addressed as follows: (x) if to the Issuer or a Subsidiary Guarantor: Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107, Attention: General Counsel, email:
herbert.hotchkiss@chartindustries.com, or (y) if to the Trustee: U.S. Bank Trust Company, National Association, 13737 Noel Road, Suite 800, Dallas, Texas 75240, Attention: M. Herberger (Chart Industries, Inc.). The Issuer or the Trustee by
notice to the other may designate additional or different addresses for subsequent notices or communications. 
 (b) Any notice or
communication mailed to a holder shall be mailed, first class mail, to the holder at the holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

(c) Failure to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect to other holders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 

The Trustee may, in its sole discretion, agree to accept and act upon instructions or directions pursuant to this Indenture sent by e-mail, facsimile transmission or other similar electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception
and misuse by third parties. 

  
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 Notwithstanding anything to the contrary contained herein, as long as the Notes are in the
form of a Global Note, notice to the holders may be made electronically in accordance with procedures of the Depository. 

SECTION 14.03 [Intentionally Omitted]. 

SECTION 14.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to
take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee: 
 (a) an
Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with. 
 SECTION 14.05 Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 

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

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided,
however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. 

SECTION 14.06 When Notes Disregarded. In determining whether the holders of the required principal amount of Notes have concurred
in any direction, waiver or consent, Notes owned by the Issuer, the Guarantors or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantors shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned shall be so disregarded.
Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 
 SECTION 14.07 Rules
by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 

SECTION 14.08 Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a
Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be
affected. If performance of any covenant, duty or obligation is required on a date which is not a Business Day, performance shall not be required until the next succeeding day that is a Business Day. 

  
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 SECTION 14.09 GOVERNING LAW; Consent to Jurisdiction. 

(a) THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 (b) The parties irrevocably submit to the exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, City of New York, over any suit, action or proceeding arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, each party irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

SECTION 14.10 No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests
in the Issuer, any Guarantor or any direct or indirect parent companies, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or this Indenture, as applicable, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

SECTION 14.11 Successors. All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind such
person’s successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 14.12 Multiple
Originals; E-Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is
enough to prove this Indenture. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any such communication sent to Trustee hereunder must be in the form of a document that is signed manually
or by way of a digital signature provided by DocuSign, AdobeSign or other electronic signature provider that the Issuer plans to use (or such other digital signature provider as specified in writing to Trustee by an Officer of the Issuer), in
English. The Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and
the risk of interception and misuse by third parties. 
 SECTION 14.13 Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions
hereof. 
 SECTION 14.14 Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts
with a provision of this Indenture, such provision of this Indenture shall control. 
 SECTION 14.15 Severability. In case any
provision in this Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability. 
 SECTION 14.16 Waiver of Jury Trial. EACH OF THE ISSUER, THE
GUARANTORS AND THE TRUSTEE HEREBY (AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 SECTION 14.17 Calculations. The Issuer will be
responsible for making all calculations called for under this Indenture or the Notes. The Issuer will make all such calculations in good faith and, absent manifest error, its calculations will be final and binding on holders. The Issuer will provide
a schedule of its calculations to the Trustee and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will deliver a copy of such schedule to any holder upon the written
request of such holder. 

  
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 SECTION 14.18 USA Patriot Act. The parties hereto acknowledge that in accordance
with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of
the USA Patriot Act. 
 [Remainder of page intentionally left blank.] 

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

			
	 Chart Industries, Inc.,
  

as Issuer

		
	By:	 	 /s/ Jillian C. Evanko

		 	Name: Jillian C. Evanko
		 	Title: President and Chief Executive Officer
	
	 Chart Inc.
 Chart Energy &
Chemicals, Inc.
 Chart International Holdings, Inc.
 Chart
Asia, Inc.
 Chart International, Inc.
 Thermax, Inc.

Hudson Products Holdings Inc.
 Hudson Parent Corporation

Hudson Products Corporation
 RCHPH Holdings, Inc.

Cryo-Lease, LLC
 Prefontaine Properties, Inc.

Skaff Cryogenics, Inc.
 Skaff, LLC

BlueInGreen, LLC
 Sustainable Energy Solutions, Inc.

Cryogenic Gas Technologies, Inc.
 L.A. Turbine

AdEdge Water Technologies, LLC,
  

as Guarantors

		
	By:	 	 /s/ Jillian C. Evanko

		 	Name: Jillian C. Evanko
		 	Title: Authorized Representative
	
	 U.S. Bank Trust Company, National Association,
  

as Trustee

		
	By:	 	 /s/ Michael K. Herberger

		 	Name: Michael K. Herberger
		 	Title: Vice President


 [Signature Page to Unsecured Notes Indenture] 











 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES 

1. Definitions. 
 1.1 Definitions.
For the purposes of this Appendix A the following terms shall have the meanings indicated below: 
 “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. 

“Depository” means The Depository Trust Company, its nominees and their respective successors. 

“Global Notes Legend” means the legend set forth under that caption in Exhibit A to this Indenture.

 “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act. 
 “Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository)
or any successor person thereto, who shall initially be the Trustee. 
 “Original Issue Discount Legend” means the legend
set forth in Section 2.2(f)(g) herein. 
 “QIB” means a “qualified institutional buyer” as defined in Rule
144A. 
 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S Notes” means all Initial Notes offered and sold outside the United States in reliance on Regulation S. 

“Restricted Notes Legend” means the legend set forth in Section 2.2(f)(i) herein. 

“Restricted Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and including the later
of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee,
and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days. 

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

“Rule 144A Notes” means all Initial Notes initially offered and sold to QIBs in reliance on Rule 144A. 

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 

“Transfer Restricted Definitive Notes” means Definitive Notes that bear or are required to bear or are subject to the
Restricted Notes Legend. 
 “Transfer Restricted Global Notes” means Global Notes that bear or are required to bear or are
subject to the Restricted Notes Legend. 
 “Transfer Restricted Notes” means the Transfer Restricted Definitive Notes and
Transfer Restricted Global Notes. 
 “Unrestricted Definitive Notes” means Definitive Notes that are not required to bear,
or are not subject to, the Restricted Notes Legend. 
 “Unrestricted Global Notes” means Global Notes that are not required
to bear, or are not subject to, the Restricted Notes Legend. 

  
 Appendix A-1 












 1.2 Other Definitions. 

 

			
	 Term:
	  	Defined in Section:
	 Agent Members
	  	2.1(b)
	 Global Notes
	  	2.1(b)
	 Regulation S Global Notes
	  	2.1(b)
	 Rule 144A Global Notes
	  	2.1(b)

 2. The Notes. 

2.1 Form and Dating; Global Notes. 

(a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and
(ii) sold, initially only to (1) persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be
transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. One or more Rule 144A Notes may be issued with a separate CUSIP number for purposes of transfers of Notes to
IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable law. 

(b) Global Notes. 

(i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or
more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form
without interest coupons (the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank
S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by participants through Euroclear or Clearstream. The term “Global Notes” means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note
Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the
Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. 

(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or
their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2.
In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a
successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Note and a request has been made for such
exchange. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance
with its customary procedures. 

  
 Appendix A-2 












 (iii) In connection with the transfer of a Global Note as an entirety to
beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon written order of the Issuer signed by an
Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations. 
 (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global
Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. 

(v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be
held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2. 

(vi) The holder of any 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. 

2.2 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.1(b).
Global Notes will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this
Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b). 
 (b) Transfer and
Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and
procedures of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global
Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable,
as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the
Same Global Note. Beneficial interests in any Transfer Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the
transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person
or for the account or benefit of a U.S. Person. A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i). 

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in
accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note
pursuant to Section 2.2(g). 

  
 Appendix A-3 












 (iii) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies with the
requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form attached to the applicable Note. 
 (iv) Transfer and Exchange of
Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the
Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Transfer Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the
Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01 of this Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 

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

(c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may not
be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except
under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes. 

  
 Appendix A-4 












 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global
Notes. Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 

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

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a
beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note; 

(B) if such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate from such holder in the form attached to the applicable Note; 
 (C) if such Transfer Restricted
Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the
applicable Note; 
 (D) if such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(E) if such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form attached to the applicable Note, including the certifications, certificates and Opinion
of Counsel, if applicable; or 
 (F) if such Transfer Restricted Definitive Note is being transferred to the Issuer or a
Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note; 
 the Trustee shall cancel the Transfer
Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note. 

(ii) Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Transfer
Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 
 (A) if the holder of such
Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such Transfer Restricted Definitive Note proposes to transfer such Transfer Restricted Definitive Note to
a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order 

  
 Appendix A-5 












 
to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Note and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer
shall issue and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Note transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of the Unrestricted Definitive Note transferred or exchanged pursuant to this subparagraph (iii). 

(iv) Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s
compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney, duly authorized in writing. In addition, the requesting holder
shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 

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

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Note; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 
 (C) if the
transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note; 

(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act
other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Note; and 

(E) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable
Note. 
 (ii) Transfer Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted
Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

  
 Appendix A-6 












 (A) if the holder of such Transfer Restricted Definitive Note proposes to
exchange such Transfer Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so request, an Opinion of Counsel in form reasonably acceptable to the Issuer and the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A holder of an Unrestricted
Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the holder thereof. 
 (iv) Unrestricted Definitive
Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note. 

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

(i) Except as permitted by the following paragraph (iii) or (iv), each Note certificate evidencing the Global Notes and
any 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): 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR
FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND 

  
 Appendix A-7 












 
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.” 
 Each Regulation S Note shall bear the following additional 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 SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 
 Each Definitive Note
shall bear the following additional legend: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

(ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the Registrar shall permit the holder thereof to
exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note). 

(iii) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation
S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply. 

(iv) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. 

(g) Original Issue Discount Legend. Each Note issued hereunder that has more than a de minimis amount of original issue discount for
U.S. federal income tax purposes shall bear a legend in substantially the following form: 
 “THIS SECURITY HAS BEEN ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE GENERAL COUNSEL, AT CHART
INDUSTRIES, INC., 2200 AIRPORT INDUSTRIAL DRIVE, SUITE 100, BALL GROUND, GEORGIA 30107.” 

  
 Appendix A-8 












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

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

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive
Notes and Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made for any registration of
transfer or exchange of Notes, but the Issuer 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 3.06, 4.06, 4.08 and 9.05 of this Indenture). 
 (iii)
Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, a 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 interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, 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. 

(j) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depository or any other Person with respect to the accuracy of the records of the Depository 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 Depository) 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 the holders under the Notes shall be given or made only to the registered holders (which shall be the Depository 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 Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Depository 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. 

  
 Appendix A-9 












 EXHIBIT A 

[FORM OF FACE OF INITIAL NOTE] 

[Global Notes Legend] 
 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE 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 NOTE 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 NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

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

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON,
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 [Restricted Notes
Legend] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE
ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF,
(B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 











 [Definitive Notes Legend] 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 [Original Issue Discount
Legend] 
 THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE GENERAL COUNSEL, AT CHART INDUSTRIES, INC., 2200 AIRPORT INDUSTRIAL DRIVE, SUITE 100, BALL GROUND, GEORGIA 30107. 

  
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 [FORM OF INITIAL NOTE] 

CHART INDUSTRIES, INC. 
  

			
	No. [__]	  	144A CUSIP No. 16115QAG5
		  	144A ISIN No. US16115QAG55
		  	REG S CUSIP No. U16134AC9
		  	REG S ISIN No. USU16134AC95
		  	$[__]

 9.500% Senior Note due 2031 

Chart Industries, Inc., a Delaware corporation (together with its successors and assigns under the Indenture), promises to pay to
Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on January 1, 2031. 

Interest Payment Dates: January 1 and July 1, commencing [__]1 

Record Dates: December 15 and June 15 

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

 

	1 	 To be July 1, 2023 for Initial Notes. 



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

 

			
	 Chart Industries, Inc.,
  

as Issuer

		
	By:	 	  

		 	Name:
		 	Title:


 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

U.S. Bank Trust Company, National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture. 

 

			
	 U.S. Bank Trust Company, National Association,
  

as Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated: [__] 
  

 

	*/	 If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit
A captioned “TO BE ATTACHED TO GLOBAL NOTES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” 



  
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 [FORM OF REVERSE SIDE OF INITIAL NOTE] 

9.500% Senior Note Due 2031 
 1. Interest

 Chart Industries, Inc., a Delaware corporation (such entity, and its successors and assigns under the Indenture, hereinafter referred to,
being herein called, the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer shall pay interest semiannually on January 1 and July 1 of each year (each an
“Interest Payment Date”), commencing [__]2. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from December 22, 2022, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

2. Method of Payment 
 The Issuer shall
pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business on December 15 or June 15 (each a “Record Date”) immediately preceding the Interest Payment Date even
if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any,
and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer shall make all payments in respect of a certificated Note (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each holder thereof; provided, however, that
payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States of America if such holder
elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
 3. Paying Agent and Registrar 

Initially, U.S. Bank Trust Company, National Association, as trustee under the Indenture (the “Trustee”), will act as Paying
Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar upon written notice to such Paying Agent or registrar and to the Trustee. The Issuer or any of its domestically incorporated Subsidiaries may act as Paying Agent or
Registrar. 
 4. Indenture 
 The Issuer
issued the Notes under an Indenture dated as of December 22, 2022 (the “Indenture”), among the Issuer, the Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the
Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for
a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 

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

 

	2 	 To be July 1, 2023 for Initial Notes. 



  
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 To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have
unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of
the Indenture. 
 5. Redemption 
 On or
after January 1, 2026, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described in Paragraph 7 of this Note, at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period commencing on January 1 of the years set forth below: 
  

					
	 Period
	  	Redemption
Price	 
	 2026
	  	 	104.750	% 
	 2027
	  	 	102.375	% 
	 2028 and thereafter
	  	 	100.000	% 

 In addition, prior to January 1, 2026, the Issuer may redeem the Notes at its option, in whole at any
time or in part from time to time, upon notice as described in Paragraph 7 of this Note, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

Notwithstanding the foregoing, at any time and from time to time prior to January 1, 2026, the Issuer may redeem in the aggregate up to
40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of net cash proceeds of one or more Equity Offerings by the Issuer, at a
redemption price (expressed as a percentage of the principal amount thereof) of 109.500%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date
to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must
remain outstanding after each such redemption (unless all such notes are redeemed substantially concurrently); provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is
consummated upon not less than 10 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed, or delivered electronically if held by DTC, and otherwise in accordance with the procedures set forth in the Indenture.

 If holders of not less than 90% in the aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes
in a Change of Control Offer, Alternate Offer or other tender offer to purchase all of the notes, and the Issuer, or any third party making a Change of Control Offer, Alternate Offer or other tender offer, purchases all of the notes validly tendered
and not withdrawn by such holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days prior written notice to the holders (with a copy to the Trustee), given not more than 30 days following such purchase
pursuant to the Change of Control Offer described above, Alternate Offer or other tender offer to redeem all notes that remain outstanding following such purchase at a price in cash equal to the price offered to each other holder in the Change of
Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in such payment, accrued and unpaid interest, if any, to, but excluding, the date of redemption. 

  
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 Notice of any redemption upon any corporate transaction or other event (including any Equity
Offering, Incurrence of Indebtedness, Change of Control, Asset Sale or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to
one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. 
 6. Mandatory Redemption

 Except in the case of a Special Mandatory Redemption, the Issuer will not be required to make any mandatory redemption or sinking fund
payments with respect to the Notes. Upon the occurrence of a Special Mandatory Redemption Event, the Issuer will redeem the Notes on the terms set forth in Section 3.09 of the Indenture. 

7. Notice of Redemption 
 Notices of
redemption will be mailed by first-class mail at least 10 but not more than 60 days before the redemption date, to each holder of Notes to be redeemed at its registered address (with a copy to the Trustee) or otherwise delivered in accordance with
the procedures of The Depository Trust Company (“DTC”), except that redemption notices may be mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of the Indenture pursuant to Article VIII thereof. 
 If money sufficient to pay the redemption
price of, plus accrued and unpaid interest, if any, on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, then on
and after such redemption date, interest shall cease to accrue on such Notes (or such portions thereof) called for redemption. 
 8. Repurchase of Notes
at the Option of the Holders upon Change of Control and Asset Sales 
 Upon the occurrence of a Change of Control, each holder shall have
the right, subject to certain conditions specified in the Indenture, to require the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of,
the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the
occurrence of certain events. 
 9. [Intentionally Omitted] 

10. Denominations; Transfer; Exchange 
 The
Notes are in registered form, without interest coupons, in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to
accommodate book-entry positions that have been created by participants of the DTC in denominations of less than $2,000. A holder shall register the transfer of or exchange of the Notes in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a
selection of Notes to be redeemed or between a Record Date and the relevant Payment Date. 
 11. Persons Deemed Owners 

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

  
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 12. Unclaimed Money 

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and each Paying Agent shall pay the money back
to the Issuer at its written request unless an applicable abandoned property law designates another Person. After any such payment, the holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and each
Paying Agent shall have no further liability with respect to such monies. 
 13. Discharge and Defeasance 

Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Notes and the Indenture if the
Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 

14. Amendment; Waiver 
 Subject to certain
exceptions set forth in the Indenture, (i) the Indenture, the Notes and the Guarantees may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any
past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding. 

Subject to certain exceptions set forth in the Indenture, without the consent of any holder, the Issuer and the Trustee may amend the
Indenture, the Notes and the Guarantees (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under
the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, the Notes and
its Guarantee; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the
Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Guarantee or collateral with respect to the Notes; (vi) to secure the Notes and/or the related Guarantees and to
add provisions regarding the release of collateral; (vii) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer or any Restricted Subsidiary; (viii) to make
any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of any holder in any material respect (as determined in good faith by the Issuer); (ix) to conform the text of the Indenture,
the Guarantees or the Notes to any provision of the “Description of Unsecured Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Guarantee or the Notes was intended by the Issuer to be a verbatim
recitation of a provision in the “Description of Unsecured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (x) to comply with any requirement of the SEC in connection with the qualification of the
Indenture under the TIA (if the Issuer elects to qualify the Indenture under the TIA); (xi) to effect any provision of the Indenture; (xii) to make changes to provide for the issuance of Additional Notes, which shall have terms
substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xiii) to add provisions to the Indenture and a new form of note
to permit the issuance by the Issuer or its Subsidiary of escrow notes under the Indenture, which may have different terms than other notes issued under the Indenture so long as the proceeds of such notes remain in escrow (including, but not limited
to, separate collateral, different or no guarantees and special mandatory redemption provisions). 
 15. Defaults and Remedies 

If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) in the Indenture with respect to the
Issuer or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 6.01(f) or
(g) of the Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders.
Under certain circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

  
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 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. Except to enforce the contractual right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any
remedy with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) holders of at least 30% in aggregate principal amount of the outstanding
Notes have requested in writing the Trustee to pursue the remedy, (iii) such holders have offered, and if requested, provided the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) 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 (v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such written request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of outstanding Notes are given the right to 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 the Indenture or,
if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal
liability or expense for which it is not adequately indemnified, or subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other holder (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 

Notwithstanding anything to the contrary contained in the Indenture, if the gross proceeds of the Notes are deposited into the Escrow Account,
upon an Event of Default occurring prior to the Completion Date, only the Special Mandatory Redemption Price plus accrued and unpaid interest shall be recoverable. Each holder of a Note, in accepting such note, acknowledges the foregoing and agrees
to be bound thereby. 
 16. Trustee Dealings with the Issuer 

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

17. No Recourse Against Others 
 No
director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer, any Guarantor or any direct or indirect parent companies, as such, will have any liability for any obligations of the Issuer or any Guarantor under
the Notes, the Indenture or the Guarantees, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. 

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

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

  
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 20. Governing Law 

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

21. CUSIP Numbers; ISINs 
 The Issuer has
caused CUSIP numbers and ISINs to be printed on the Notes and have directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Issuer will furnish to any holder of Notes upon written request and without charge to the holder a copy of the Indenture which has in
it the text of this Note. 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign and
transfer this Note to: 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

			
	Date:
                                        
	  	Your Signature:
                                         
   

 Sign exactly as your name appears on the other side of this Note. 

Signature Guarantee: 
  

			
	Date:
                                        
	  	  

		
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
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 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED NOTES 
 This
certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. 

The undersigned (check one box below): 
  

	☐	 has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global
Note held by the Depository 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);



  

	☐	 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 occurring while this Note is still a Transfer
Restricted Definitive Note or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: 

CHECK ONE BOX BELOW 
  

					
	(1)	  	☐	  	to the Issuer; 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; or
			
	(4)	  	☐	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer 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 under the Securities Act of 1933; or
			
	(5)	  	☐	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer
through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	☐	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations
and agreements; or
			
	(7)	  	☐	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 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) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuer or the Trustee have 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 of 1933. 
  

			
	Date:
                                        
	  	Your Signature:
                                         
   

  
  

Sign exactly as your name appears on the other side of this Note. 

  
 A-12 












 Signature Guarantee: 
  

			
	Date:
                                    	  	  

		
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
 A-13 












 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 under the Securities Act of 1933, 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 Issuer 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. 
  

			
	Date:
                                        
	  	  

		  	NOTICE: To be executed by an executive officer


  
 A-14 












 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial principal amount of this Global Note is $______________. The following increases or decreases in this Global Note have been made:

  

									
	 Date of Exchange
	  	 Amount of

decrease in
 Principal
Amount
 of this Global Note
	  	 Amount of

increase in
 Principal
Amount
 of this Global Note
	  	 Principal amount

of this Global Note

following such
 decrease
or
 increase
	  	 Signature of

authorized
 signatory
of
 Trustee or Notes

Custodian



  
 A-15 












 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset
Sale  ☐                            Change of Control  ☐ 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sales) or 4.08 (Change of
Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): 
 $ 

 

					
	Date:
                                    	  	Your Signature:	  	  

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

  

					
	Signature Guarantee:	  	  
	  	
		  	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	


  
 A-16 












 EXHIBIT B 

[FORM OF TRANSFEREE LETTER OF REPRESENTATION] 

TRANSFEREE LETTER OF REPRESENTATION 

CHART INDUSTRIES, INC. 
 c/o U.S. Bank Trust Company, National
Association 
 13737 Noel Road, Suite 800 
 Dallas, Texas 75240

 Fax: (972) 581-1670 

Attention: M. Herberger (Chart Industries, Inc.) 
 Ladies and
Gentlemen: 
 This certificate is delivered to request a transfer of $[__] principal amount of the 9.500% Senior Notes due 2031 (the
“Notes”) of Chart Industries, Inc. (collectively with its successors and assigns, the “Issuer”). 
 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 $100,000 principal amount of the Notes, and we are acquiring the
Notes 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 either of the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) in the United States to
a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in
accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration
statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser
of the Note evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made
to an institutional “accredited investor” 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 Issuer 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 Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the
Notes pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 

  
 B-1 












 Dated: ____________________ 

 

	
	TRANSFEREE: ____________________,
	
	By:                                     
                                         
                  



  
 B-2 












 EXHIBIT C 

[FORM OF SUPPLEMENTAL INDENTURE] 

[        ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [__],
among Chart Industries, Inc., a Delaware corporation (the “Issuer”), [__] (the “New Subsidiary Guarantor”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee under the
indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 

WHEREAS the Issuer and the Trustee have heretofore executed an indenture, dated as of December 22, 2022 (as amended, supplemented or
otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 9.500% Senior Notes due 2031 (the “Notes”), initially in the aggregate principal amount of $510,000,000; 

WHEREAS Sections 4.11 and 12.06 of the Indenture provide that under certain circumstances the Issuer is required to cause the New
Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Notes and the Indenture pursuant to a
Subsidiary Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Sections 9.01 and 12.06 of the Indenture,
the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture, without the consent of any holder of the Notes. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the New Subsidiary Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such
holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
Section hereof. 
 2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all existing
Subsidiary Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 

3. Notices. All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 14.02 of the
Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 6. Trustee Makes No Representation.
The recitals herein contained are made by the Issuer and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.


  
 C-1 












 7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of Headings. The
Section headings herein are for convenience only and shall not affect the construction thereof. 
 [Remainder of page intentionally
left blank.] 

  
 C-2 












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

			
	 Chart Industries, Inc.,
  

as Issuer

		
	By:	 	  

		 	Name:
		 	Title:
	
	 [__],
  

as New Subsidiary Guarantor

		
	By:	 	  

		 	Name:
		 	Title:
	
	 U.S. Bank Trust Company, National Association,
  

as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
 C-3