Exhibit 4.1


 





 


 


 


UNITI GROUP LP,



UNITI FIBER HOLDINGS INC.,


 


UNITI GROUP FINANCE 2019 INC.,


 


CSL CAPITAL, LLC,



THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee and as Collateral Agent



INDENTURE



Dated as of February 10, 2020



7.875% SENIOR SECURED NOTES DUE 2025


 


 


 


 




     



     


    

TABLE
OF CONTENTS 


 








Page


 


	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	43
	Section 1.03.	Inapplicability of Trust Indenture Act	44
	Section 1.04.	Rules of Construction	44
	Section 1.05.	Acts of Holders	45
	 

                    ARTICLE
2

                    THE NOTES

	 
	Section 2.01.	Form and Dating; Terms	47
	Section 2.02.	Execution and Authentication	48
	Section 2.03.	Registrar and Paying Agent	49
	Section 2.04.	Paying Agent to Hold Money in Trust	49
	Section 2.05.	Holder Lists	49
	Section 2.06.	Transfer and Exchange	50
	Section 2.07.	Replacement Notes	62
	Section 2.08.	Outstanding Notes	62
	Section 2.09.	Treasury Notes	63
	Section 2.10.	Temporary Notes	63
	Section 2.11.	Cancellation	63
	Section 2.12.	Defaulted Interest	63
	Section 2.13.	CUSIP/ISIN Numbers	64
	 

                    ARTICLE
3

        REDEMPTION

         

	Section 3.01.	Notices to Trustee	64
	Section 3.02.	Selection of Notes to Be Redeemed or Purchased	64
	Section 3.03.	Notice of Purchase or Redemption	65
	Section 3.04.	Effect of Notice of Redemption	66
	Section 3.05.	Deposit of Redemption or Purchase Price	66
	Section 3.06.	Notes Redeemed or Purchased in Part	67
	Section 3.07.	Optional Redemption	67
	Section 3.08.	Mandatory Redemption	67
	Section 3.09.	Offers to Repurchase by Application of Excess Proceeds	67
	 

                    ARTICLE
4

COVENANTS

         

	Section 4.01.	Payment of Notes	69
	Section 4.02.	Maintenance of Office or Agency	70


  


 




     



     


    

	Section 4.03.	Reports and Other Information	70
	Section 4.04.	Compliance Certificate	71
	Section 4.05.	Taxes	72
	Section 4.06.	Stay, Extension and Usury Laws	72
	Section 4.07.	Limitation on Restricted Payments	72
	Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries	80
	Section 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified
    Stock and Preferred Stock	82
	Section 4.10.	Asset Sales	89
	Section 4.11.	Transactions with Affiliates	92
	Section 4.12.	Liens	94
	Section 4.13.	Existence	95
	Section 4.14.	Offer to Repurchase Upon Change of Control	95
	Section 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	97
	Section 4.16.	Suspension of Certain Covenants	98
	Section 4.17.	Limitations on Business Activities	98
	Section 4.18.	Designation of Restricted and Unrestricted Subsidiaries	99
	Section 4.19.	No Impairment of the Security Interests	100
	Section 4.20.	Further Assurances	100
	Section 4.21.	Maintenance of Properties and Insurance	101
	 

                    ARTICLE
5 

        SUCCESSORS

         

	Section 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets	101
	Section 5.02.	Successor Person Substituted	103
	 

                    ARTICLE
6 

        DEFAULTS
        AND REMEDIES

         

	Section 6.01.	Events of Default	104
	Section 6.02.	Acceleration	106
	Section 6.03.	Other Remedies	108
	Section 6.04.	Waiver of Defaults	108
	Section 6.05.	Control by Majority	108
	Section 6.06.	Limitation on Suits	109
	Section 6.07.	Rights of Holders of Notes to Receive Payment	109
	Section 6.08.	Collection Suit by Trustee	109
	Section 6.09.	Restoration of Rights and Remedies	110
	Section 6.10.	Rights and Remedies Cumulative	110
	Section 6.11.	Delay or Omission Not Waiver	110
	Section 6.12.	Trustee May File Proofs of Claim	110
	Section 6.13.	Priorities	111
	Section 6.14.	Undertaking for Costs	111




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                    ARTICLE
7 

        TRUSTEE

         

	Section 7.01.	Duties of Trustee	112
	Section 7.02.	Rights of Trustee	113
	Section 7.03.	Individual Rights of Trustee	114
	Section 7.04.	Trustee’s Disclaimer	114
	Section 7.05.	Notice of Defaults	114
	Section 7.06.	Reports by Trustee to Holders of the Notes	115
	Section 7.07.	Compensation and Indemnity	115
	Section 7.08.	Replacement of Trustee	116
	Section 7.09.	Successor Trustee by Merger, etc	117
	Section 7.10.	Eligibility; Disqualification	117
	Section 7.11.	Preferential Collection of Claims Against Issuers	117
	 

                    ARTICLE
8 

        LEGAL
        DEFEASANCE AND COVENANT DEFEASANCE

         

	Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	118
	Section 8.02.	Legal Defeasance and Discharge	118
	Section 8.03.	Covenant Defeasance	118
	Section 8.04.	Conditions to Legal or Covenant Defeasance	119
	Section 8.05.	Deposited Money and Government Securities to Be Held in Trust;
    Other Miscellaneous Provisions	120
	Section 8.06.	Repayment to Issuers	121
	Section 8.07.	Reinstatement	121
	 

                    ARTICLE
9 

        AMENDMENT,
        SUPPLEMENT AND WAIVER

         

	Section 9.01.	Without Consent of Holders of Notes	122
	Section 9.02.	With Consent of Holders of Notes	123
	Section 9.03.	Revocation and Effect of Consents	124
	Section 9.04.	Notation on or Exchange of Notes	125
	Section 9.05.	Trustee and Collateral Agent to Sign Amendments, etc	125
	Section 9.06.	Compliance with Trust Indenture Act	125
	 

                    ARTICLE
10 

        COLLATERAL
        AND SECURITY

         

	Section 10.01.	Security Documents	126
	Section 10.02.	New Guarantors; After-Acquired Property	127
	Section 10.03.	Notes Authorized Representative; Collateral Agent	128
	Section 10.04.	Release of Liens	131
	Section 10.05.	Authorization of Actions to be Taken by the Trustee Under the
    Security Documents	132


  


 




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	Section 10.06.	Authorization of Receipt of Funds by the Notes Authorized
    Representative Under the Security Documents	132
	Section 10.07.	Termination of Security Interest	132
	Section 10.08.	Purchaser Protected	133
	Section 10.09.	Powers Exercisable by Receiver or Trustee	133
	 

                    ARTICLE
11 

        GUARANTEES

         

	Section 11.01.	Guarantee	133
	Section 11.02.	Limitation on Guarantor Liability	135
	Section 11.03.	Execution and Delivery	135
	Section 11.04.	Subrogation	135
	Section 11.05.	Benefits Acknowledged	136
	Section 11.06.	Release of Guarantees	136
	Section 11.07.	Obligation to Seek Regulatory Approval for Additional Guarantees	136
	 	 	 
	 

                    ARTICLE
12 

        SATISFACTION
        AND DISCHARGE

         

	Section 12.01.	Satisfaction and Discharge	137
	Section 12.02.	Application of Trust Money	138
	 

                    ARTICLE
13 

        MISCELLANEOUS

         

	Section 13.01.	Notices	139
	Section 13.02.	Communication by Holders of Notes with Other Holders of Notes	140
	Section 13.03.	Certificate and Opinion as to Conditions Precedent	140
	Section 13.04.	Statements Required in Certificate or Opinion	140
	Section 13.05.	Rules by Trustee and Agents	141
	Section 13.06.	No Personal Liability of Directors, Officers, Employees and
    Stockholders	141
	Section 13.07.	Governing Law	141
	Section 13.08.	Waiver of Jury Trial	141
	Section 13.09.	Force Majeure	141
	Section 13.10.	No Adverse Interpretation of Other Agreements	142
	Section 13.11.	Successors	142
	Section 13.12.	Severability	142
	Section 13.13.	Counterpart Originals	142
	Section 13.14.	Table of Contents, Headings, etc	142
	Section 13.15.	U.S.A. Patriot Act	142




    iv 


     


    

	Exhibit A	Form of Note
	Exhibit B	Form of Certificate of Transfer
	Exhibit C	Form of Certificate of Exchange
	Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors



 



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INDENTURE,
dated as of February 10, 2020, among Uniti Group LP, a Delaware limited partnership (“Uniti,” or the “Company”),
Uniti Fiber Holdings Inc., a Delaware corporation (“Uniti Fiber”), Uniti Group Finance 2019 Inc., a Delaware
corporation (“Uniti Group Finance”), CSL Capital, LLC, a Delaware limited liability company (“CSL
Capital” and, together with Uniti, Uniti Fiber and Uniti Group Finance, the “Issuers”), the Guarantors
(as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation,
as Trustee and as Collateral Agent.


 


W
I T N E S S E T H


 


WHEREAS,
the Issuers have duly authorized the creation of an issue of $2,250,000,000 aggregate principal amount of 7.875% Senior Secured
Notes due 2025 (the “Initial Notes”); and


 


WHEREAS,
each of the Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.


 


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


 


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.Definitions.


 


“144A
Global Note” means a Global Note substantially in the form of Exhibit A, as the case may be, bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A.


 


“Acquired
Indebtedness” means, with respect to any specified Person,


 


(1)       Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified
Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or
becoming a Restricted Subsidiary of such specified Person, and


 


(2)       Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


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


 




     



     


    

“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, shall mean 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 (it
being understood and agreed that “control” shall not be deemed to exist solely as a result of the possession of registration
rights with respect to any securities of such Person).


 


“Agent”
means any Registrar or Paying Agent.


 


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


 


(a)       1.0%
of the principal amount of such Note on such redemption date; and


 


(b)       the
excess, if any, of (x) the present value at such redemption date of (A) the redemption price of such Note at February 15, 2022
(such redemption price being set forth in the table appearing in paragraph 5 on the reverse side of the Note attached as Exhibit
A hereto), plus (B) all required interest payments due on such Note through February 15, 2022 (excluding accrued but unpaid interest
to the redemption date), computed using a discount rate equal to the applicable Treasury Rate as of such redemption date plus
50 basis points; over (y) the principal amount of such Note.


 


The Company
shall determine the Applicable Premium and, prior to the redemption date, file an Officer’s Certificate with the Trustee
setting forth the Treasury Rate and Applicable Premium and showing the calculation of each in reasonable detail.


 


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


 


“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 a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred
to in this definition as a “disposition”) outside of the ordinary course of business; or


 


(2)       the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued
in compliance with ‎Section 4.09), whether in a single transaction or a series of related transactions;


 


in each case,
other than:


 




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(a)       any
disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out equipment or other assets,
or assets (including intellectual property) or lines of business no longer used or useful in the business of the Company and the
Restricted Subsidiaries in the reasonable opinion of the Company;


 


(b)       the
disposition of all or substantially all of the assets of (1) the Company or CSL Capital in a manner permitted pursuant to the
provisions described under ‎Section 5.01 hereof; or any disposition that constitutes a Change of Control pursuant to this
Indenture or (2) an Issuer (other than the Company or CSL Capital) or any Guarantor to the extent that such disposition is made
to a Person who either (A) is an Issuer or a Guarantor or (B) becomes a Guarantor pursuant to the provisions described under ‎Section
5.01 hereof;


 


(c)       the
making of any Restricted Payment that does not violate ‎Section 4.07 hereof or a Permitted Investment;


 


(d)       any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate fair market value (as determined in good faith by the Company) not to exceed $20.0 million;


 


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


 


(f)       to
the extent allowable under Section 1031 of the Internal Revenue Code of 1986, or any comparable or successor provision, any exchange
of like property (excluding any boot thereon) for use in a Similar Business;


 


(g)       the
lease, assignment or sub-lease of any real or personal property that does not materially interfere with the business of the Company
and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Company;


 


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


 


(i)       foreclosures
on assets or dispositions of assets required by law, governmental regulation or any order of any court, administrative agency
or regulatory body;


 


(j)       the
licensing or sub-licensing of intellectual property or other general intangibles (other than exclusive, world-wide licenses that
are longer than three years);


 


(k)       sales,
transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell


 




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arrangements
between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(l)       the
lapse or abandonment of intellectual property rights, which in the good faith determination of the Company are not material to
the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;


 


(m)       the
granting of Liens not prohibited by this Indenture;


 


(n)       an
issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder
agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course
of business or approved by the Company in good faith;


 


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


 


(p)       dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings;


 


(q)       any
financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by the
Company or any of its Restricted Subsidiaries after the Issue Date;


 


(r)       dispositions
of limited partnership or equivalent Equity Interests of CSL National for consideration at the time of any such disposition at
least equal to the fair market value (as determined in good faith by the Company) of the interests disposed of in connection with
“UP-REIT” acquisitions that do not constitute a Change of Control;


 


(s)       dispositions
of Investments in joint ventures and, to the extent any joint venture constitutes a Restricted Subsidiary, the property of such
joint venture, so long as the aggregate fair market value, as determined in good faith by the Company (determined, with respect
to each such disposition, as of the time of such disposition) of all such dispositions does not exceed $20.0 million;


 


(t)       dispositions
for at least fair market value of any property the disposition of which is necessary for the Company or Parent to qualify, or
maintain its qualification, as a REIT for U.S. federal income tax purposes, in each case, in the Company’s good faith determination;
and


 


(u)       any
sales, conveyances, leases, subleases, licenses, contributions or other dispositions pursuant to the Transaction Agreements or
otherwise in connection with the Transactions.


 




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


 


“Board
of Directors” means:


 


(1)       with
respect to a corporation, the board of directors of the corporation or, except in the context of the definition of “Change
of Control,” a duly authorized committee thereof;


 


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


 


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


 


“Board
Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.


 


“Business
Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not required
to be open in the State of New York.


 


“Capital
Stock” means:


 


(1)       in
the case of a corporation, corporate stock;


 


(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, 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 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.


 


“Cash
Equivalents” means:


 


(1)       United
States dollars;


 




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(2)       (a)
euro, or any national currency of any member state of the European Union; or (b) in the case of any Foreign Subsidiary that is
a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;


 


(3)       securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality
thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with
maturities of 24 months or less from the date of acquisition;


 


(4)       certificates
of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital
and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of
the date of determination) in the case of non-U.S. banks;


 


(5)       repurchase
obligations for underlying securities of the types described in clause (3), (4) or (8) entered into with any financial institution
meeting the qualifications specified in clause (4) above;


 


(6)       commercial
paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date
of creation thereof;


 


(7)       marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency) and in each case maturing within 24 months after the date of creation thereof;


 


(8)       readily
marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision
or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months
or less from the date of acquisition;


 


(9)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent
thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and


 


(10)       investment
funds investing 95% of their assets in securities of the types described in clauses (1) through (9) above.


 


Notwithstanding
the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and
(2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2)


 




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as promptly
as practicable and in any event within ten Business Days following the receipt of such amounts.


 


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


 


(1)       the
Company consolidates with, or merges with or into, another Person, or the Company, directly or indirectly, sells, leases or transfers
all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole (other than
by way of merger or consolidation), in one or a series of related transactions, or any Person consolidates with, or merges with
or into, the Company, in any such event other than pursuant to a transaction (a “Permitted Holdco Transaction”)
in which the Persons that beneficially owned the shares of the Voting Stock of the Company or any direct or indirect parent of
the Company immediately prior to such transaction beneficially own at least a majority of the total voting power of all outstanding
Voting Stock (other than Disqualified Stock) of the surviving or transferee Person;


 


(2)       the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act), 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 or any successor provision), in a single transaction or in a related series of transactions,
by way of merger, consolidation 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
Company (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Company);


 


(3)       during
any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of
the Company (together with any new members thereof whose election by such Board of Directors or whose nomination for election
by holders of Capital Stock of the Company was approved by a vote of a majority of the members of such Board of Directors then
still in office who were either members thereof at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of such board of directors then in office;


 


(4)       the
approval of any plan or proposal for the winding up or liquidation of the Company or CSL National (which, for the avoidance of
doubt, shall not include any transaction permitted under ‎Section 5.01 hereof); or


 


(5)       (i)
the Company ceases to (A) at any time that CSL National is a limited liability company or partnership, either be the sole general
partner or managing member of, or wholly own and control, directly or indirectly, the sole


 




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general
partner or managing member of, CSL National, in each case to the extent applicable or (B) at any time that CSL National is a corporation,
beneficially own, directly or indirectly, greater than 50% of the total voting power of the Equity Interests of CSL National,
(ii) the Company ceases to beneficially own, directly or indirectly, 100% of the Equity Interests of CSL National GP, LLC or (iii)
the Company ceases to beneficially own, directly or indirectly, 100% of the Equity Interests of CSL Capital; provided that
subclause (iii) of this clause (5) will not apply following any merger, consolidation or other business combination of CSL Capital
with or into the Company as permitted under this Indenture.


 


For purposes
of this definition, (x) any direct or indirect holding company of the Company shall not itself be considered a “Person”
or “group” for purposes of clause (2) above; provided that no “Person” or “group”
beneficially owns, directly or indirectly, more than 50% of the total voting power of the Voting Stock of such holding company
and (y) for the avoidance of doubt, any Permitted Holdco Transaction shall not constitute a “Change of Control” pursuant
to any clause of this definition.


 


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


 


“Clearstream”
means Clearstream Banking, Société Anonyme.


 


“Closing
Date Transfers” means one or more transfers by Parent on the Existing Notes Issue Date of (x) the cash proceeds of term
loans under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities, the Notes and the Unsecured Notes
and (z) common stock of Parent to Windstream Services or an indirect wholly-owned Subsidiary of Windstream Services, in exchange
for the contribution by Windstream Services or its Subsidiaries, pursuant to the Transfer Agreements, of certain of their assets
to the Company or its Subsidiaries.


 


“Collateral”
means all the tangible and intangible assets of the Issuers and each Subsidiary Guarantor, other than Excluded Assets.


 


“Collateral
Agent” means Deutsche Bank Trust Company Americas, or its successors or assigns, as collateral agent for the Holders
and the Trustee under this Indenture and the Security Documents.


 


“Company”
has the meaning set forth in the Preamble hereto; provided that when used in the context of determining the fair market
value of an asset or liability under this Indenture, the Board of Directors of the Company (or a duly appointed committee thereof)
shall be required to act on behalf of the Company in respect of any determinations of fair market value where such amount is reasonably
likely to be at least $75.0 million.


 


“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 deferred financing fees of such Person and its Restricted


 




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Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated
Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company
and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting
of Indebtedness for borrowed money, Indebtedness evidenced by bonds, notes, debentures or similar instruments, unreimbursed amounts
in respect of drawings under letters of credit and Capitalized Lease Obligations.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:


 


(1)       consolidated
interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not
added back) in computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance
of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit
or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component
of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness,
and excluding (x) additional interest paid in respect of the Notes to the extent that the Issuers are no longer required to pay
additional interest in respect thereof, (y) amortization of deferred financing fees, debt issuance costs, commissions, fees and
expenses and (z) any expensing of bridge, commitment and other financing fees; plus


 


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


 


(3)       whether
or not treated as interest expense in accordance with GAAP, all cash dividends or other distributions accrued (excluding dividends
payable solely in Equity Interests (other than Disqualified Stock) of the Company) on any series of Disqualified Stock or any
series of Preferred Stock during 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 such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


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


 


(1)       the
Consolidated Indebtedness of the Company and its Restricted Subsidiaries on such date, to


 




     9


     


    

(2)       EBITDA
of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior
to such date for which internal financial statements are available.


 


In the event
that the Company or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness
or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Leverage Ratio
is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio
is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment
of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last
day of the applicable four-quarter period; provided, however, that, for purposes of any pro forma calculation
of the Consolidated Leverage Ratio on any determination date pursuant to the Consolidated Leverage Ratio test set forth in ‎Section
4.09, the pro forma calculation shall not give effect to any Indebtedness incurred or Disqualified Stock or Preferred Stock
issued on such determination date pursuant to ‎Section 4.09(b); provided, further, however, that any
such Indebtedness incurred or Disqualified Stock or Preferred Stock issued on such determination date shall be included in subsequent
calculations to the extent that such Indebtedness, Disqualified Stock or Preferred Stock is then outstanding.


 


For purposes
of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations
(as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule
11-01), a company, a segment, an operating division or unit or line of business that the Company or any of its Restricted Subsidiaries
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 Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in
accordance with GAAP (except as set forth in the last sentence of the following paragraph) assuming that all such Investments,
acquisitions, dispositions, mergers, amalgamations and consolidations 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 Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, amalgamation and consolidation (and the change in any associated fixed charge obligations and the change
in EBITDA resulting therefrom, subject to any limitations set forth in clause (1)(i) of the definition thereof, to the extent
applicable), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment,
an operating division or unit or line of business that would have required adjustment pursuant to this definition, then the Consolidated
Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger and consolidation had occurred at the beginning of the applicable four-quarter period.


 




     10


     


    

For purposes
of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may
include adjustments appropriate (which, for the avoidance of doubt, need not be in compliance with Regulation S-X), in the reasonable
determination of the Company as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually
supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any
action taken or expected to be taken within 12 months after the date of any acquisition, amalgamation or merger; provided,
that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise
added back in computing EBITDA with respect to such period.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided,
however, that, without duplication:


 


(1)       any
after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses
(including relating to the Transactions), severance, relocation costs and curtailments or modifications to post-retirement employee
benefit plans shall be excluded;


 


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


 


(3)       any
after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of
disposed, abandoned or discontinued operations shall be excluded;


 


(4)       any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than
in the ordinary course of business, as determined in good faith by the Company, shall be excluded;


 


(5)       the
Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for
by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company 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 or Cash Equivalents) to the Company or a Restricted Subsidiary in respect of such period;


 


(6)       the
Net Income for such period of any Restricted Subsidiary that is a Non-Guarantor Subsidiary shall be excluded if the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by


 




     11


     


    

the
operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends
or similar distributions has been legally waived; provided that Consolidated Net Income of the Company will be increased
by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash
or Cash Equivalents) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included
therein;


 


(7)       any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments
shall be excluded;


 


(8)       any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions,
the Purging Distributions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity
Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction
consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger
costs incurred during such period as a result of any such transaction shall be excluded;


 


(9)       any
impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP
shall be excluded;


 


(10)       effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries)
in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions
or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;


 


(11)       any
goodwill or other asset impairment charges or other asset write-offs or write downs, including any resulting from the application
of Accounting Standards Codification No. 350 and No. 360, and any expenses or charges relating to the amortization of intangibles
as a result of the application of Accounting Standards Codification No. 805, shall be excluded;


 


(12)       any
non-cash charges or expenses related to the repurchase of stock options to the extent not prohibited by this Indenture, and any
non-cash charges or expenses related to the grant, issuance or repricing of, or any amendment or substitution with respect to,
stock appreciation or similar rights, stock options, restricted stock, or other Equity Interests or other equity based awards
or rights or equivalent instruments, shall be excluded;


 




     12


     


    

(13)       any
expenses or reserves for liabilities shall be excluded to the extent that the Company or any of its Restricted Subsidiaries is
entitled to indemnification therefor under binding agreements; provided that any such liabilities for which the Company
or any of its Restricted Subsidiaries is not actually indemnified prior to the date that is 365 days after the date of occurrence
of the indemnifiable event shall reduce Consolidated Net Income for the period in which it is determined that the Company or such
Restricted Subsidiary will not be indemnified (or, if earlier, for the period in which the date that is 365 days after the date
of the occurrence of the indemnifiable event occurs) (to the extent such liabilities would otherwise reduce Consolidated Net Income
without giving effect to this clause (13)); and


 


(14)       losses,
to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i)
not denied by the applicable carrier in writing within six months and (ii) in fact reimbursed within one year of the date of such
evidence (with a deduction for any amount so added back to the extent not so reimbursed within one year), expenses with respect
to liability or casualty events or business interruption shall be excluded.


 


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


 


(1)       the
Consolidated Indebtedness of the Company and its Restricted Subsidiaries on such date, less cash and Cash Equivalents (other than
Restricted Cash) of the Company and its Restricted Subsidiaries on such date, to


 


(2)       EBITDA
of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior
to such date for which internal financial statements are available.


 


In the event
that the Company or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness
or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Net Leverage
Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Net Leverage
Ratio is made (the “Consolidated Net Leverage Ratio Calculation Date”), then the Consolidated Net Leverage
Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or
extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred
on the last day of the applicable four-quarter period.


 


For purposes
of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations
(as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule
11-01), a company, a segment, an operating division or unit or line


 




     13


     


    

of business
that the Company or any of its Restricted Subsidiaries 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 Consolidated Net Leverage Ratio Calculation
Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of the
following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations
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 Company or any of its Restricted Subsidiaries since the beginning
of such period shall have made any Investment, acquisition, disposition, merger, amalgamation and consolidation (and the change
in any associated fixed charge obligations and the change in EBITDA resulting therefrom, subject to any limitations set forth
in clause (1)(i) of the definition thereof, to the extent applicable), in each case with respect to a business (as such term is
used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that would have required
adjustment pursuant to this definition, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect
thereto for such period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning
of the applicable four-quarter period. The Consolidated Net Leverage Ratio shall be calculated giving pro forma effect
to the confirmed plan of reorganization for each of Windstream Holdings and Windstream Services (in each case, or any successor
thereto) and the terms and conditions of the Master Lease (giving effect to any modification, amendment, restructuring, recharacterization,
termination or rejection thereof and any transfer of assets between Windstream Holdings, Windstream Services, the Company or their
respective Affiliates in connection therewith or in connection with such plan of reorganization) at the time of such plan’s
having become effective, assuming that such effectiveness and any such transfer had occurred on, and such terms and conditions
of the Master Lease had been in effect since, the first day of the applicable four-quarter period.


 


For purposes
of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may
include adjustments appropriate (which, for the avoidance of doubt, need not be in compliance with Regulation S-X), in the reasonable
determination of the Company as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually
supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any
action taken or expected to be taken within 12 months after the date of any acquisition, amalgamation or merger; provided,
that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise
added back in computing EBITDA with respect to such period.


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) Consolidated Indebtedness of the Company
and its Restricted Subsidiaries that is secured by a Lien as of such date, to (2) EBITDA of the Company and its Restricted Subsidiaries
for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding
such date, in each case


 




     14


     


    

with such pro
forma adjustments to Consolidated Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of Consolidated Leverage Ratio.


 


“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:


 


(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 of the Trustee” shall be at the address of the Trustee specified in ‎Section 13.01 hereof or such other
address as to which the Trustee may give notice to the Holders and the Issuers.


 


“Covenant
Reversion Date” means the first date after (i) the plan of reorganization for each of Windstream Holdings and Windstream
Services (in each case, or any successor thereto) has become effective when (ii) the Consolidated Net Leverage Ratio at such time
is no greater than 5.75 to 1.0 and no Default or Event of Default has occurred and is continuing under this Indenture at such
time. The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of the Covenant
Reversion Date; provided, however, that the Trustee shall have no obligation to ascertain or verify the occurrence of the
Covenant Reversion Date.


 


“Credit
Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including
the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities, receivables
financing or indentures) providing for revolving credit loans, term loans, debt securities, letters of credit, bankers’
acceptances or other Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, restatements or refinancings thereof and any
indentures or credit facilities or commercial paper


 




     15


     


    

facilities
that refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such refinancing
facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under ‎Section 4.09 hereof) or adds Restricted Subsidiaries as additional
borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.


 


“CSL
National” means CSL National, LP, the Issuers’ operating limited partnership and “UP-REIT” vehicle,
together with its permitted successors and assigns.


 


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


 


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


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with ‎Section
2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such 2025 Note shall not bear the Global Note Legend
and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


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


 


“Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of
cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further
performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by
the value and/or performance of the Notes and/or the creditworthiness of any Issuer and/or any one or more of the Guarantors (the
“Performance References”).


 


“Designated
Non-cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration
received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated
Non-cash Consideration, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion
of or collection on such Designated Non-cash Consideration.


 


“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 putable or exchangeable, or upon the happening of any event, matures
or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation
or otherwise, or is redeemable


 




     16


     


    

at the option
of the holder thereof (other than solely as a result of a change of control, asset sale or event of loss), in whole or in part,
in each case prior to the date 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
any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death
or disability; provided, further, however, 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 any Subsidiary that is organized or existing under the laws of the United States, any state thereof
or the District of Columbia.


 


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


 


(1)       increased
(without duplication) by:


 


(a)       provision
for taxes based on income or profits or capital gains, including, without limitation, federal, state, non-U.S. franchise, excise,
value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties
and interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated
Net Income; plus


 


(b)       Consolidated
Interest Expense of such Person for such period; plus


 


(c)       Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back)
in computing Consolidated Net Income; plus


 


(d)       any
fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or
the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including any amendment, modification
or refinancing thereof) (whether or not successful), including such fees, expenses or charges related to the offering of the Notes,
the Existing Secured Notes, the Unsecured Notes, the Senior Credit Facilities, the other Transactions and Purging Distributions;
plus


 




     17


     


    

(e)       the
amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income,
including any restructuring and integration costs incurred in connection with acquisitions, mergers or consolidations after the
Existing Notes Issue Date and costs related to the closure and/or consolidation of facilities; plus


 


(f)       any
other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock
appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income for such period
(provided that if any such non-cash charges 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); plus


 


(g)       the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties
in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus


 


(h)       any
costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent
that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an
issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are
excluded from the calculation set forth in clause (3) of ‎Section 4.07(1) hereof; plus


 


(i)       the
amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by
the Company in good faith to be reasonably anticipated to be realizable within 12 months of the date of any Investment, acquisition,
disposition, merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected
until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other
operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of
actual benefits realized during such period from such actions; provided that (x) steps have been taken for realizing such
cost savings, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of
the Company, whether or not in compliance with Regulation S-X) and (z) the aggregate amount of cost


 




     18


     


    

savings,
operating expense reductions, other operating improvements and initiatives and synergies added back pursuant to this clause (i)
in any period of four consecutive fiscal quarters shall not exceed 15% of EBITDA (prior to giving effect to such addbacks); provided,
further that no such addbacks pursuant to this clause (i) shall be made to the extent duplicative of any other addback
to EBITDA made under this Indenture; plus


 


(j)       to
the extent not included in Consolidated Net Income, the amount of business interruption insurance proceeds received during such
period or after such period and on or prior to the date the calculation is made with respect to such period, attributable to any
property which has been closed or had operations curtailed for any period; provided that such amount of business interruption
insurance proceeds shall only be included pursuant to this clause (j) to the extent of the amount of business interruption insurance
proceeds plus EBITDA attributable to such property for the Company’s most recently ended four consecutive fiscal quarters
for which internal financial statement are available (without giving effect to this clause (j)) does not exceed EBITDA attributable
to such property during the most recent period that such property was fully operational (or if such property has not been fully
operational for the most recent period prior to such closure or curtailment, the EBITDA attributable to such property during the
period prior to such closure or curtailment (for which financial results are available) annualized over four fiscal quarters).


 


(2)       decreased
by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash
gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any
prior period; and


 


(3)       increased
or decreased by (without duplication):


 


(a)       any
net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No.
815-Derivatives and Hedging; plus or minus, as applicable;


 


(b)       any
net loss or gain resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness
(including any net loss or gain resulting from hedge agreements for currency exchange risk);


 


provided
that, for the fiscal quarter ended (A) June 30, 2014, EBITDA shall be deemed to be $162.8 million, (B) September 30, 2014,
EBITDA shall be deemed to be $163.1 million and (C) December 31, 2014, EBITDA shall be deemed to be $163.1 million. For the period
from January 1, 2015, through March 31, 2015, and the period from April 1, 2015, through the date of the Separation, EBITDA shall
be determined as if the Master Lease had been in effect throughout such period, and the Separation occurred


 




     19


     


    

at the beginning
of such period, as reasonably determined by a responsible financial or accounting officer of the Company.


 


“Employee
Matters Agreement” means the Employee Matters Agreement, dated as of the Existing Notes Issue Date, between the Company
or Parent and Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time
pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


“EMU”
means economic and monetary union as contemplated in the Treaty on European Union.


 


“Equity
Interests” means Capital Stock and all warrants, options 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 of common stock or Preferred Stock (excluding Disqualified Stock) of the
Company or any direct or indirect parent of the Company (provided that, in the case of a sale of such stock by such parent,
the cash proceeds therefrom are contributed to the common equity capital of the Company), other than:


 


(1)       public
offerings with respect to any of the Company’s common stock registered on Form S-4 or Form S-8;


 


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


 


(3)       Refunding
Capital Stock.


 


“euro”
means the single currency of participating member states of the EMU.


 


“Euroclear”
means Euroclear S.A./N.V., as operator of the Euroclear system.


 


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


 


“Excluded
Assets” has the meaning given to such term in the Security Documents.


 


“Existing
Notes Issue Date” means April 24, 2015.


 


“Existing
Notes Offering Memorandum” means the Issuers’ confidential offering memorandum dated April 16, 2015 relating to
the issuance of certain of the Existing Secured Notes and the 8.25% Senior Notes due 2023 issued by the Company, Uniti Group Finance
and CSL Capital.


 


“Existing
Secured Notes” means the 6.00% Secured Notes due 2023 issued by the Company and CSL Capital outstanding on the Issue
Date.


 




     20


     


    

“First-Priority
Liens” means all Liens that secure First-Priority Obligations.


 


“First-Priority
Obligations” means (i) all Obligations with respect to the Notes and the Guarantees and (ii) other Indebtedness or Obligations
of the Issuers or any Guarantor that is secured by Liens on the Collateral ranking pari passu to the Liens on the Collateral
securing the Notes (including the Senior Credit Facilities and the Existing Secured Notes), as permitted by this Indenture.


 


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


 


“Funds
From Operations” means, for any period, the Consolidated Net Income of the Company and its Restricted Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in calculating Consolidated
Net Income (without duplication):


 


(1)       depreciation
of Property (including furniture and equipment); plus


 


(2)       amortization
of Property (including below market lease amortization net of above market lease amortization); plus


 


(3)       amortization
of customer relationship intangibles and service agreements; plus


 


(4)       amortization
and early write-off of unamortized deferred financing costs; plus


 


(5)       all
other non-cash charges, expenses or losses (and less any non-cash income or gains).


 


“GAAP”
means generally accepted accounting principles in the United States which were in effect on the Existing Notes Issue Date.


 


“Global
Note Legend” means the legend set forth in ‎Section 2.06(f)(ii) hereof, which is required to be placed on all Global
Notes issued under this Indenture.


 


“Global
Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes,
substantially in the form of Exhibit A hereto, issued in accordance with ‎Section 2.01, ‎2.06(b), ‎2.06(d) or ‎2.06(f)
hereof.


 


“Government
Securities” means securities that are:


 


(1)       direct
obligations of, or obligations guaranteed by, 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


 




     21


     


    

United
States of America, which, in either case, are not callable or redeemable at the option of the issuers 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 Government Securities or a specific payment of principal of or interest on any such Government Securities held by
such custodian for the account of the holder of such 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 Government Securities or the specific payment of principal of or interest on the Government
Securities evidenced by such depository receipt.


 


“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 letters of credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness or other obligations.


 


“Guarantee”
means the guarantee by any Guarantor of the Issuers’ Obligations under the Notes and this Indenture.


 


“Guarantor”
means each Guarantor so long as it Guarantees the Notes in accordance with the terms of this Indenture.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar
agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of
interest rate or currency risks either generally or under specific contingencies.


 


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


 


“Indebtedness”
means, with respect to any Person, without duplication:


 


(1)       any
indebtedness (including principal and premium) 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 balance deferred and unpaid of the purchase price of any property, except (i) any such obligation payable solely through the
issuance of Equity Interests of the Company (other than Disqualified Stock), (ii) any such balance that constitutes a trade payable


 




     22


     


    

or
similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (iii) any earn-out obligations
until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iv) liabilities accrued
in the ordinary course of business; or


 


(d)       representing
any Hedging Obligations (valued, as of any date, at the amount of any termination payment that would be payable by such Person
upon termination thereof);


 


if and to
the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement
agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP; provided that any obligation of the type described in clause
(c)‎(iii) above that appears in the liabilities section of the balance sheet of such Person shall be excluded to the extent
(x) such Person is indemnified for the payment thereof or (y) amounts to be applied to the payment therefor are in escrow.


 


(2)       all
Capitalized Lease Obligations;


 


(3)       to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course
of business; and


 


(4)       to
the extent not otherwise included, Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on any
asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such
Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof
the amount of such Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value of the assets of
the first person securing such Indebtedness;


 


provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred
in the ordinary course of business or (b) deferred or prepaid revenues.


 


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


 


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


 




     23


     


    

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


 


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


 


“Intercreditor
Agreement” means the First Lien/First Lien Intercreditor Agreement, dated as of the Existing Notes Issue Date, between
the collateral agent under the Senior Credit Facilities, the collateral agent for the Existing Secured Notes and the Collateral
Agent, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“interest”
in respect of the Notes, unless the context otherwise requires, means interest and Additional Interest, if any.


 


“Interest
Payment Date” means February 15 and August 15 each year to stated maturity.


 


“Initial
Purchasers” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital
Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.


 


“Intellectual
Property Matters Agreement” means the Intellectual Property Matters Agreement, dated as of the Existing Notes Issue
Date, among CSL National, Windstream Services and Talk America, as it may be amended, supplemented, restated, replaced or otherwise
modified from time to time pursuant to ‎Section 4.11(b)(iv) hereof.


 


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


 


“Investment
Grade Securities” means:


 


(1)       securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other
than Cash Equivalents);


 


(2)       debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting
loans or advances among the Company 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 or distribution; and


 


(4)       corresponding
instruments in countries other than the United States customarily utilized for high quality investments.


 




     24


     


    

“Investments”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to
customers and suppliers, commission, travel and similar advances to officers and employees, in each case 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 (excluding the footnotes)
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
4.07 hereof:


 


(1)       “Investments”
shall include the portion (proportionate to the Company’s direct or indirect equity interest in such Subsidiary) of the
fair market value (as determined in good faith by the Company) of the net assets of a Subsidiary of the Company 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 Company or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a)       the
Company’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less


 


(b)       the
portion (proportionate to the Company’s direct or indirect equity interest in such Subsidiary) of the fair market value
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 at the time of such transfer,
as determined in good faith by the Company.


 


The amount
of any Investment outstanding at any time shall be the amount actually invested (or, with respect to Investments other than in
cash and Cash Equivalents, the fair market value (as determined in good faith by the Company)) of such Investment at the time
such Investment was made, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount
received in cash by the Company or a Restricted Subsidiary in respect of such Investment.


 


“Issue
Date” means February 10, 2020, the date on which the Notes are first issued.


 


“Issuers”
has the meaning set forth in the Preamble hereto.


 


“Issuer
Order” means a written request or order signed on behalf of the Issuers by an Officer of each of the Issuers, who must
be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of each
respective Issuer, and delivered to the Trustee.


 




     25


     


    

“Lien”
means, with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, charge, security
interest or encumbrance of any kind in respect of such asset, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than any
financing statement or similar notices filed for informational or precautionary purposes only); provided that in no event
shall an operating lease be deemed to constitute a Lien.


 


“Long
Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment
or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value
of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
to the Performance References.


 


“Master
Lease” means the Master Lease, dated as of the Existing Notes Issue Date, between CSL National, as Landlord, and Windstream
Holdings, as Tenant, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to
clause ‎(iv) under ‎Section 4.11(b) hereof.


 


“Master
Services Agreement” means the Master Services Agreement, dated as of the Existing Notes Issue Date, between Talk America
and Windstream Services, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant
to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


“Material
Real Property” means any Real Property owned by any Issuer or Subsidiary Guarantor, excluding any individual
parcel with a fair market value (as determined in good faith by the Company) not to exceed $10 million as of the Issue Date (or
as of the date of acquisition of such parcel, with respect to any parcel acquired after the Issue Date). In addition, any building
or manufactured home shall be excluded from this definition of “Material Real Property” and shall not be encumbered
by any Mortgage if such building or manufactured home is excluded from the mortgage on such property provided under the Senior
Credit Facilities.


 


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


 


“Net
Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.


 


“Net
Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition
of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the
sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage


 




     26


     


    

and sales commissions,
any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal,
premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause ‎(ii)
under ‎Section 4.10(a)(i) hereof and except if the asset is Collateral) to be paid as a result of such transaction, any costs
associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate
amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities
associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after
such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related
to environmental matters or against any indemnification obligations associated with such transaction.


 


“Net
Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its
Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments
as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or
Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives
Definitions) to have occurred with respect to any Issuer or any Guarantor immediately prior to such date of determination.


 


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


 


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


 


“Notes”
means any Note authenticated and delivered under this Indenture, including without limitation the Initial Notes. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued hereafter.


 


“Notes
Authorized Representative” means the Collateral Agent.


 


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


 


“Offering
Memorandum” means the Issuers’ confidential offering memorandum, dated February 5, 2020, relating to the sale
of the Initial Notes.


 




     27


     


    

“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President
or Vice President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of an Issuer.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company or an Issuer, as the case may be, by an Officer of
the Company or an Issuer, as applicable, who must be the principal executive officer, the principal financial officer, the principal
accounting officer or Secretary of the Company or an Issuer, as applicable, that 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 Company, an Issuer or the Trustee.


 


“Parent”
means Uniti Group Inc., a Maryland corporation, together with its successors and assigns.


 


“Parent
Guarantee” means the Guarantee of Parent.


 


“Pari
Passu Indebtedness” means Indebtedness of an Issuer or a Guarantor that is secured equally and ratably by Liens
on the Collateral having the same priority as the Liens securing the Notes.


 


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


 


“Permitted
Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination
of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another
Person; provided, that any cash or Cash Equivalents received must be applied in accordance with ‎Section 4.10 hereof.


 


“Permitted
Investments” means:


 


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


 


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


 


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


 


(a)       such
Person becomes a Restricted Subsidiary; or


 




     28


     


    

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


 


and, in each
case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation
of such acquisition, merger, consolidation or transfer;


 


(4)       any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale
made pursuant to the provisions of ‎Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;
provided that such Investment shall be pledged as Collateral to the extent the assets subject to such Asset Sale constituted
Collateral;


 


(5)       any
Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting
of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any
such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;


 


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


 


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


 


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


 


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


 


(7)       Hedging
Obligations permitted under clause ‎(ix) of ‎Section 4.09(b) hereof;


 


(8)       Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company; provided, however,
that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of ‎Section 4.07(1)
hereof;


 


(9)       guarantees
of Indebtedness permitted under ‎Section 4.09 hereof;


 




     29


     


    

(10)       any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of ‎Section
4.11(b) hereof (except transactions described in clauses ‎(ii), (vi), ‎(viii), ‎(ix), ‎(x), ‎(xiv) and ‎(xv)
of ‎Section 4.11(b) hereof);


 


(11)       Investments
consisting of (x) purchases and acquisitions of inventory, Property, supplies, material, services or equipment, or other similar
assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of
business or (y) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(12)       additional
Investments having an aggregate fair market value (as determined in good faith by the Company), taken together with all other
Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater
of (x) $125.0 million and (y) 4.50% of Total Assets at the time of 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);


 


(13)       advances
to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $10.0 million outstanding at any one
time, in the aggregate;


 


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


 


(15)       any
Investment by the Company or any of its Restricted Subsidiaries in an Unrestricted Subsidiary or a joint venture engaged in a
Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause
(15) that are at the time outstanding, not to exceed the greater of (x) $75.0 million and (y) 3.00% of Total Assets (with the
fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);


 


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


 


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


 


(18)       any
Investment made in connection with the Transactions; and


 




     30


     


    

(19)       receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business or in accordance with
customary trade terms (which trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary
deems reasonable under the circumstances), and other Investments to the extent such Investments consist of prepaid expenses made
in the ordinary course of business by the Company or any Restricted Subsidiary.


 


For the avoidance
of doubt, an Investment in the form of an acquisition permitted above may be structured as an “UP-REIT” acquisition,
in which a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then
be subsequently repurchased for either common shares of the Company or cash.


 


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


 


(1)       pledges,
deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax,
and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in
respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,
casualty or liability insurance, 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, stay, customs or appeal bonds to which such Person is a party,
or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds
and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof
and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;


 


(2)       Liens
imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums
not yet overdue for a period of more than 30 days or 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 if adequate reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP;


 


(3)       Liens
for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested
in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person
in accordance with GAAP;


 




     31


     


    

(4)       Liens
in favor of issuers of performance, surety bonds or bid, indemnity, warranty, release, appeal or similar bonds or with respect
to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in
the ordinary course of its business;


 


(5)       survey
exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines,
telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions 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 or other covenants, conditions, restrictions and minor defects or irregularities in title (“Other
Encumbrances”), in each case which Liens and Other Encumbrances 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;


 


(6)       Liens
securing Indebtedness permitted to be incurred pursuant to clause ‎(iv), ‎(xi) or (xvii) of ‎Section 4.09(b) hereof;
provided that Liens securing Indebtedness permitted to be incurred pursuant to clause ‎(iv) of Section 4.09(b) extend
only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is
financed thereby and any replacements, additions and accessions thereto and any income or profits thereof;


 


(7)       Liens
existing on the Issue Date (not otherwise permitted);


 


(8)       Liens
on property (including property that is affixed or incorporated into the property initially subject to such Lien and the proceeds
and products thereof) or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however,
such Liens 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 may not extend to any other property owned by the Company or
any of its Restricted Subsidiaries;


 


(9)       Liens
on property (including property that is affixed or incorporated into the property initially subject to such Lien and the proceeds
and products thereof) at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means
of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however,
that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation;
provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its
Restricted Subsidiaries;


 


(10)       Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or any Restricted Subsidiary permitted
to be incurred in accordance with ‎Section 4.09 hereof;


 




     32


     


    

(11)       Liens
securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is,
and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;


 


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


 


(13)       (a)
the Master Lease and other leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted
to others in the ordinary course of business and, (b) with respect to any leasehold interest held by the Company or any of its
Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each
of (a) and (b) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted
Subsidiaries and do not secure any Indebtedness;


 


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


 


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


 


(16)       Liens
on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business;


 


(17)       Liens
to secure any refinancing (or successive refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred
to in the foregoing clauses (6), (7), (8), (9) and this clause (17);


 


provided,
however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus
improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater
than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses
(6), (7), (8), (9) and this clause (17) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an
amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing;


 


(18)       deposits
made in the ordinary course of business to secure liability to insurance carriers or other similar liabilities;


 


(19)       Liens
securing judgments for the payment of money not constituting an Event of Default under clause ‎(v) under ‎Section 6.01(a);


 




     33


     


    

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


 


(21)       Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on
items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or
pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry;


 


(22)       Liens
deemed to exist in connection with Investments in repurchase agreements permitted under ‎Section 4.09 hereof; provided
that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 


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


 


(24)       banker’s
liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating
to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating
to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the
ordinary course of business;


 


(25)       Liens
on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary;


 


(26)       Liens
on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;


 


(27)       any
encumbrance or restriction (including put and call arrangements and restrictions on dispositions) with respect to Equity Interests
of any non-Wholly Owned Subsidiary or joint venture or similar arrangement pursuant to its organizational documents or any joint
venture or similar agreement;


 


(28)       Liens
on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance
or satisfaction and discharge is not prohibited by this Indenture;


 




     34


     


    

(29)       Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the
ordinary course of business;


 


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


 


(31)       Liens
solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter
of intent or purchase agreement in respect of any Investment permitted hereunder.


 


For
purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in
respect of such Indebtedness.


 


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


 


“Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution,
or winding up.


 


“Private
Placement Legend” means the legend set forth in ‎Section 2.06(f)(i) hereof to be placed on all Notes issued under
this Indenture, except where otherwise permitted by the provisions of this Indenture.


 


“Property”
means any real property (and all fixtures, improvements, appurtenances and related assets thereof and therein) owned by the Company
or any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries holds a leasehold interest.


 


“Purchase
Agreement” means the Purchase Agreement dated as of February 5, 2020 among the Issuers, the Guarantors and the representative
to the Initial Purchasers.


 


“Purging
Distributions” means dividends and distributions after the Company ceases to be consolidated with Windstream Holdings
for U.S. federal income tax purposes, whether in cash or kind, in the amount required (as determined in good faith by the Company)
to effect the distribution of the Company’s earnings and profits required by Section 857(a)(2)(B) of the Code in connection
with or in anticipation of the REIT Election (including, for the avoidance of doubt, any earnings and profits allocated to the
Company in connection with the Separation), and any subsequent “true-up” payments to correct for recalculations of
the appropriate amount.


 


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


 


“Rating
Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes
publicly available, a nationally recognized statistical


 




     35


     


    

rating agency
or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the
case may be.


 


“Rating
Category” means (a) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent
successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent
successor categories); and (c) the equivalent of any such category of S&P or Moody’s used by another Rating Agency selected
by the Issuers. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating
Categories ((i) + and – for S&P; (ii) 1, 2 and 3 for Moody’s; and (iii) the equivalent gradations for another
Rating Agency selected by the Issuers) shall be taken into account (e.g., with respect to S&P, a decline in a rating from
BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation).


 


“Rating
Date” means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence
of a Change of Control or of the intention by the Issuers to effect a Change of Control.


 


“Rating
Decline” with respect to the Notes shall be deemed to occur if, within 60 days after public notice of the occurrence
of a Change of Control (which period shall be extended so long as the rating of such Notes is under publicly announced consideration
for possible downgrade by either of the Rating Agencies with respect to a Rating Category), the rating of the Notes by each Rating
Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories
as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date; provided that each Rating
Agency indicates that such downgrade is as a result of such Change of Control.


 


“Real
Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and
to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or
other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the
ownership, lease or operation thereof.


 


“refinancing”
means any extension, renewal, refunding, refinancing, replacement, defeasance or discharge. “refinance” has a correlative
meaning.


 


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


 


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


 


“Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


 




     36


     


    

“Regulation
S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of
the Restricted Period.


 


“Regulation
S Temporary Global Note” means a temporary Global Note in the form of Exhibit A bearing the Global Note Legend, the
Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903.


 


“Regulation
S Temporary Global Note Legend” means the legend set forth in ‎Section 2.06(f)(iii) hereof.


 


“REIT
Election” means the Company’s, or Parent’s, election to be, and qualification to be taxed as, a REIT for
U.S. federal income tax purposes.


 


“Related
Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided
that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a
Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon
receipt of the securities of such Person, such Person would become a Restricted Subsidiary or represents a minority interest in
a Restricted Subsidiary.


 


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


 


“Restricted
Cash” means cash and Cash Equivalents held by the Company and its Restricted Subsidiaries that would appear as “restricted”
on a consolidated balance sheet of the Company prepared in accordance with GAAP.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


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


 




     37


     


    

“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Restricted
Subsidiary” means, at any time, each direct and indirect Subsidiary of the Company (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary
ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
For the avoidance of doubt, each of the Issuers (other than the Company) shall constitute a Restricted Subsidiary under this Indenture,
and no Issuer may be designated as an Unrestricted Subsidiary.


 


“Reverse
Transition Services Agreement” means the Reverse Transition Services Agreement, dated as of the Existing Notes Issue
Date, between CSL National and Windstream Services, as it may be amended, supplemented, restated, replaced or otherwise modified
from time to time pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


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


 


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


 


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


 


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


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 


“Sale
and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted
Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by the
Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.


 


“Screened
Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any
other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between
it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing
of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder
or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes,
and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such
Holder that is acting in concert with such Holder in connection with its investment in the Notes.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 




     38


     


    

“Secured
Credit Documents” means (i) in respect of the Senior Credit Facilities, the collective reference to the Senior Credit
Facilities, 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, (ii) in respect of the Notes, this Indenture, the Notes, the Guarantees and the Security Documents and (iii)
any other documents or instrument evidencing or governing any other First-Priority Obligations.


 


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


 


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


 


“Security
Agreement” means the Security Agreement, dated as of the Issue Date, among the Issuers, the other grantors party thereto
and the Collateral Agent, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant
to clause ‎(iv) under ‎Section 4.11(b) or ‎Article 9 hereof.


 


“Security
Documents” means, collectively, the Security Agreement, the Intercreditor Agreement, each of the Mortgages (if any),
the intellectual property security agreements or other similar agreements delivered to the Collateral Agent and the Holders, and
each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent
for the benefit of the Holders.


 


“Senior
Credit Facilities” means the credit facility under the credit agreement (the “Credit Agreement”) by and
among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A.,
as Administrative Agent as in effect on the Issue Date, including any guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, restatements or refinancings thereof and any
indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance
any part of the loans, notes, other credit facilities or commitments thereunder, including any such refinancing facility or indenture
that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings
is permitted under ‎Section 4.09 hereof).


 


“Separation”
means the disposition of not less than 80.1% of the Capital Stock of the Company beneficially owned by Windstream Holdings as
described in the Existing Notes Offering Memorandum under the caption “The Transactions—The Spin-Off.”


 


“Separation
and Distribution Agreement” means the Separation and Distribution Agreement, dated as of the Existing Notes Issue Date,
among Parent, Windstream Services and Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise
modified from time to time pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 




     39


     


    

“Short
Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment
or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value
of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes
to the Performance References.


 


“Significant
Subsidiary” means CSL National and any Restricted Subsidiary that would be a “significant subsidiary”
as defined in ‎Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in
effect on the Issue Date.


 


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


 


“Stockholder’s
Registration Rights Agreement” means the Stockholder’s Registration Rights Agreement, dated as of the Existing
Notes Issue Date, between Parent and Windstream Services, as it may be amended, supplemented, restated, replaced or otherwise
modified from time to time pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


“Subordinated
Indebtedness” means: (1) any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the
Notes, and (2) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such
entity. For the avoidance of doubt, Indebtedness shall not be considered subordinate or junior in right of payment to any other
Indebtedness solely by virtue of being unsecured or secured to a lesser extent or with a lower priority or by virtue of structural
subordination.


 


“Subsidiary”
means, with respect to any Person:


 


(1)       any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total 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, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution
rights, total equity and voting interests or general or 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 or otherwise,


 




     40


     


    

and
(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary
Guarantor” means each Subsidiary of the Company that is a Guarantor of the Notes in accordance with this Indenture.


 


“Talk
America” means Talk America Services, LLC, a Delaware limited liability company.


 


“Tax
Matters Agreement” means the Tax Matters Agreement, dated as of the Existing Notes Issue Date, among Parent, Windstream
Services and Windstream Holdings, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time
pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


“Tenant”
means Windstream Holdings, in its capacity as tenant under the Master Lease, and its successors in such capacity.


 


“Total
Assets” means total assets of the Company and its Restricted Subsidiaries on a consolidated basis, shown on the most
recent balance sheet of the Company and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization
of the amount of intangible assets since the Existing Notes Issue Date, with such pro forma adjustments as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Leverage
Ratio.”


 


“Transaction
Agreements” means the Separation and Distribution Agreement, the Credit Agreement, the Master Lease, the Transition
Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the
Wholesale Master Services Agreement, the Stockholder’s and Registration Rights Agreement, the Master Services Agreement,
the Reverse Transition Services Agreement, the Separation and Distribution Agreement, the Transfer Agreements and each other agreement
or arrangement entered into in connection with the Transactions.


 


“Transactions”
means (i) the issuance and sale of the Unsecured Notes and the Existing Secured Notes pursuant to the Existing Secured Notes Offering
Memorandum, (ii) the entering into of the Senior Credit Facilities, (iii) the Separation, (iv) the entry into the Master Lease
and the lease of the properties as set forth therein, (v) the Closing Date Transfers and (vi) the other transactions described
in the Existing Secured Notes Offering Memorandum under the caption “The Transactions” or otherwise contemplated by
any Transaction Agreement.


 


“Transfer
Agreements” has the meaning given in the Separation and Distribution Agreement.


 


“Transition
Services Agreement” means the Transition Services Agreement, dated as of the Issue Date, between CSL National and Windstream
Services, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to clause ‎(iv)
under ‎Section 4.11(b) hereof.


 




     41


     


    

“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to
February 15, 2022; provided, however, that if the period from the redemption date to February 15, 2022 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
Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), or any successor
thereto.


 


“Trustee”
means Deutsche Bank Trust Company Americas, as trustee, until a successor replaces it in accordance with the applicable provisions
of this Indenture and thereafter means the successor serving hereunder.


 


“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be
in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the
extent it may be required to apply to any item or items of Collateral.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend.


 


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


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution in compliance with ‎Section 4.18 hereof and any Subsidiary of such Subsidiary.


 


“Unsecured
Notes” means the 8.25% Senior Notes due 2023 issued by the Company, Uniti Group Finance and CSL Capital, the 7.125%
Senior Notes due 2024 issued by the Company, Uniti Fiber and CSL Capital, the 4.00% Convertible Notes due 2024 issued by Uniti
Fiber and, unless the context otherwise requires, any additional such notes that may be issued from time to time by any of such
issuers.


 


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


 


“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 or other governing body of such Person, without regard to contingencies.


 




     42


     


    

“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, 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 scheduled 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;


 


provided,
that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified or refinanced,
the effects of any amortization or prepayments made on such Indebtedness prior to the date of the applicable modification or refinancing
shall be disregarded.


 


“Wholesale
Master Services Agreement” means the Wholesale Master Services Agreement, dated as of the Existing Notes Issue Date,
between Talk America and Windstream Communications Inc., a Delaware Corporation, as it may be amended, supplemented, restated,
replaced or otherwise modified from time to time pursuant to clause ‎(iv) under ‎Section 4.11(b) hereof.


 


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


 


“Windstream
Holdings” means Windstream Holdings, Inc., a Delaware corporation.


 


“Windstream
Services” means Windstream Services, LLC (f/k/a Windstream Corporation), a Delaware limited liability company.


 


Section 1.02.Other
Definitions.


 


	Term
	Defined
in Section

	“Acceptable Commitment”	‎4.10
	“Affiliate Transaction”	‎4.11
	“Asset Sale Offer”	‎4.10(c)
	“Authentication Order”	‎2.02
	“Change of Control Offer”	‎4.14
	“Change of Control Payment”	‎4.14
	“Change of Control Payment Date”	‎4.14
	“Covenant Defeasance”	‎8.03
	“Covenant Suspension Event”	‎4.16
	“Directing Holder”	6.01(a)


  


 




     43


     


    

	“DTC”	‎2.03
	“Escrow Notes”	4.18(c)
	“Event of Default”	‎6.01(a)
	“Excess Proceeds”	‎4.10(c)
	“incur”, “incurrence”	‎4.09
	“Legal Defeasance”	‎8.02
	“Master Lease Collateral”	‎4.12
	“Minimum Required Distribution Amount”	4.07(e)
	“Mortgage”	‎10.02(c)
	“Noteholder Direction”	6.01(a)
	“Note Register”	‎2.03
	“Offer Amount”	‎3.09(b)
	“Offer Period”	‎3.09(b)
	“Pari Passu Indebtedness”	‎4.10
	“Paying Agent”	‎2.03
	“Position Representation”	6.01
	“Purchase Date”	‎3.09(b)
	“Refinancing Indebtedness”	‎4.09
	“Refunding Capital Stock”	4.07(b)
	“Registrar”	‎2.03
	“REIT”	4.07(a)(2)
	“REIT Parent”	4.07(a)(2)
	“Restricted Payments”	‎4.07
	“Reversion Date”	‎4.16(b)
	“Specified Default”	4.07(a)(2)
	“Successor Company”	‎5.01(a)(i)
	“Successor Person”	‎5.01(b)(i)
	“Suspended Covenant”	‎4.16
	“Suspension Period”	‎4.16(b)
	“Verification Covenant”	6.01(a)


 


Section 1.03.Inapplicability
of Trust Indenture Act. No provisions of the Trust Indenture Act are incorporated by reference in or made a part of this Indenture
unless explicitly incorporated by reference. Unless specifically provided in this Indenture, no terms that are defined under the
Trust Indenture Act have such meanings for purposes of this Indenture.


 


Section 1.04.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;


 




     44


     


    

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


 


(e)       references
to “shall” and “will” are intended to have the same meaning;


 


(f)       provisions
apply to successive events and transactions;


 


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


 


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


 


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


 


(j)       unless
otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person
consolidated with the Company and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary
as if such Unrestricted Subsidiary were not an Affiliate of such Person.


 


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


 


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


 


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


 




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


 


(e)       The
Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity
of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to
vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified,
if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in
the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.


 


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


 


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


 


(h)       The
Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global
Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than
90 days after such record date.


 




     46


     


    

ARTICLE
2

THE NOTES


 


Section 2.01.Form
and Dating; Terms. (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or
usage. Each Note shall be dated the date of the Trustee’s authentication. The Notes shall be in denominations of $2,000
and integral multiples of $1,000 in excess of $2,000.


 


(b)       Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent
such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note”
attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as
Custodian, in accordance with instructions given by the Holder thereof as required by ‎Section 2.06 hereof.


 


(c)       Temporary
Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee
as Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents
holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.
Upon the expiry of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for
beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of a Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate
principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.


 


(d)       Terms.
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited subject to ‎Section
4.09 hereof.


 


The terms
and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers,
the Guarantors and the Trustee,


 




     47


     


    

by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.


 


The Notes
shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in ‎Section 4.10 hereof or a Change
of Control Offer as provided in ‎Section 4.14. The Notes shall not be redeemable, other than as provided in ‎Article 3.


 


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice
to or consent of the Holders and shall be consolidated with and form a single series with the other Notes (including any Initial
Notes or other Additional Notes) and shall have the same terms as to status, redemption or otherwise as such Notes; provided
that (1) the Issuers shall comply with ‎Section 4.09 and 4.12 hereof and (2) Additional Notes will not be issued with
the same CUSIP, ISIN or other identifying number unless they are fungible with the Initial Notes for U.S. federal income tax purposes.
Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.


 


(e)       Euroclear
and Clearstream Procedures Applicable. 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 Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.


 


Section 2.02.Execution
and Authentication. At least one Officer of each Issuer shall execute the Notes by manual signature.


 


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


 


A Note shall
not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially
in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Indenture.


 


On the Issue
Date, the Trustee shall, upon receipt of on Issuer Order (an “Authentication Order”), authenticate and deliver
the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate
and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional
Notes issued hereunder.


 


The Trustee
may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes


 




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authentication
by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.


 


Section 2.03.Registrar
and Paying Agent. The Issuers shall maintain (i) an office or agency in the United States of America where Notes may be presented
for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency in the United States
of America where Notes may be presented for payment (the “Paying Agent”). The Registrar shall maintain a register
reflecting ownership of the Notes outstanding from time to time (“Note Register”) and shall make payments on
and facilitate transfer of Notes on behalf of the Issuers. The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar. The term “Paying Agent” includes
any additional paying agents. The Issuers initially appoint the Trustee as (i) Registrar and Paying Agent and (ii) the Custodian
with respect to the Global Notes. The Issuers may change the Paying Agents or the Registrars without prior notice to the Holders.
The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers
fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as a Paying Agent or a Registrar. All Agents appointed under this Indenture shall be appointed pursuant
to agency agreements among the Issuers, the Trustee and the Agent, as applicable.


 


The Issuers
initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


Section 2.04.Paying
Agent to Hold Money in Trust. The Issuers shall require the Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment
of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee,
the Paying Agent (if other than the Issuers or one of their respective Subsidiaries) shall have no further liability for the money.
If an Issuer or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund
for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Issuers, the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.05.Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not
the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).


 




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Section 2.06.Transfer
and Exchange. (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this ‎Section
2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor
thereto or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if
(A) the Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note and a successor
Depositary is not appointed by the Issuers within 90 days of such notice or (B) in the case of any Global Note, there shall have
occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has requested the issuance
of Definitive Notes. Upon the occurrence of any of the preceding events in ‎(A) or ‎(B) above, Definitive
Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in
any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global
Notes also may be exchanged or replaced, in whole or in part, as provided in ‎Section 2.07 and ‎2.10 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
‎Section 2.06 or ‎Section 2.07 or ‎2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in ‎(A)
or ‎(B) above and pursuant to ‎(c) hereof. A Global Note may not be exchanged for another Note other than
as provided in this ‎Section 2.06; provided, however, beneficial interests in a Global Note may be transferred
and exchanged as provided in ‎(b) or ‎(c) hereof.


 


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


 


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


 




     50


     


    

(ii)       All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to ‎Section 2.06(b)(i) hereof, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest
in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest
to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding
the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in ‎(1)
above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests
in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar
of any certificates required pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to ‎(h) hereof.


 


(iii)       Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of ‎Section 2.06(b)(ii) hereof and the Registrar receives the following:


 


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


 


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


 


(iv)       Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted


 




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Global
Note, if the exchange or transfer complies with the requirements of ‎(ii) hereof and the Registrar receives
the following:


 


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


 


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


 


and, if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


If any such
transfer is effected pursuant to this ‎Section 2.06(b)(iv)(1) at a time when an Unrestricted Global Note has not yet been
issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with ‎Section 2.02 hereof, the
Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to this ‎Section 2.06(b)(iv).


 


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


 


(c)       Transfer
or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be exchanged for Definitive
Notes only pursuant to this clause ‎(c).


 


(i)       Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
in clause ‎(A) or ‎(B) of ‎Section 2.06 hereof, subject to satisfaction
of the conditions set forth in ‎Section 2.06(b)(ii) and receipt by the Registrar of the following documentation:


 




     52


     


    

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


 


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


 


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


 


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


 


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


 


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


 


the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to ‎(g) hereof,
and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive
Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this ‎Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations
as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant
or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.
Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this ‎Section 2.06(c)(i)
shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.


 


(ii)       Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding ‎Section 2.06(c)(i)‎(A)
and ‎(C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive
Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the


 




     53


     


    

Restricted
Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act.


 


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


 


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


 


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


 


and, if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iv)       Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause ‎(A)
or ‎(B) of ‎Section 2.06 hereof and satisfaction of the conditions set forth in ‎Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to ‎(g) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this ‎Section 2.06(c)(iv) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this ‎Section 2.06(c)(iv) shall not bear the Private Placement Legend.


 




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(d)       Transfer
and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Notes shall be exchanged for beneficial interests
in Restricted Global Notes only pursuant to this clause ‎(d).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
the foregoing, exchanges of the Definitive Notes by the Initial Purchasers on the date of this Indenture for beneficial interests
in one or more Restricted


 




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Global Notes
shall not require the delivery of the certifications referred to in clauses (A) through ‎(F) above.


 


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


 


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


 


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


 


and, if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


Upon satisfaction
of the conditions of any of the subparagraphs in this ‎Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes
and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


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


 


If any such
exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to clause ‎(i) or ‎(iii) above
at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication
Order in accordance with ‎Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 




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(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 2.06(e), the Registrar shall register the transfer or exchange of Definitive
Notes. Definitive Notes shall be exchanged for Definitive Notes only pursuant to this clause ‎(e). 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 2.06(e).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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and,
if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to 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 Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


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


 


(i)       Private
Placement Legend.


 


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


 


“THE
NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION
AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION
OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A) TO THE ISSUERS,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT 


 




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THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE
TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
SECURITIES ACT, (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 INSIDE THE UNITED STATES TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING
TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”


 


(B)       Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph ‎(b)(iv), ‎(c)(iii), ‎(c)(iv), ‎(d)(ii),
‎(d)(iii), ‎(e)(ii) or ‎(e)(iii) of this ‎Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.


 


(ii)       Global
Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO ‎SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,



 




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THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR 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 MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”


 


(iii)       Regulation
S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following
form:


 


“THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN).”


 


(g)       Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or 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 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note
by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h)       General
Provisions Relating to Transfers and Exchanges.


 


(i)       To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes


 




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upon
receipt of an Authentication Order in accordance with ‎Section 2.02 hereof or at the Registrar’s request.


 


(ii)       The
Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a
transfer of Notes.


 


(iii)       No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to ‎Section 2.07, ‎2.10, ‎3.06,
‎3.09, 4.10, ‎4.14 and ‎9.04 hereof).


 


(iv)       Neither
the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption.


 


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


 


(vi)       The
Issuers shall not be required (A) to issue, register the transfer of or exchange any Note for a period of 15 days before the mailing
of a notice of redemption of Notes to be redeemed, (B) to transfer or exchange any Note selected for redemption, (C) to register
the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the
transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with
a Change of Control Offer or an Asset Sale Offer.


 


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


 


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


 


(ix)       At
the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive
Notes are so surrendered for


 




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exchange,
the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which
the Holder making the exchange is entitled to in accordance with the provisions of ‎Section 2.02 hereof.


 


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


 


(xi)       The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depositary Participants or beneficial owners of interests in any Global Notes) 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.


 


(xii)       Neither
the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


Section 2.07.Replacement
Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence
to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon
receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers
may charge for their expenses (including the expenses of the Trustee) in replacing a Note.


 


Every replacement
Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


 


Section 2.08.Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with
the provisions hereof, and those described in this ‎Section 2.08 as not outstanding. Except as set forth in ‎Section
2.09 thereof, a Note does not cease to be outstanding because either of the Issuers or an Affiliate of either of the Issuers holds
the Note.


 


If a Note
is replaced pursuant to ‎Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser.


 




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If the principal
amount of any Note is considered paid under ‎Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.


 


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


 


Section 2.09.Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.


 


Section 2.10.Temporary
Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt
of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated
Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes.


 


Holders and
beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial
holders, respectively, of Notes under this Indenture.


 


Section 2.11.Cancellation.
The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the
Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the
Exchange Act) in accordance with its customary procedures. Certification of the cancellation of all cancelled Notes shall be delivered
to the Issuers upon their written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have
been delivered to the Trustee for cancellation.


 


Section 2.12.Defaulted
Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes on a subsequent
special record date, in each case at the rate provided in the Notes and in ‎Section 4.01 hereof. The Issuers shall
notify the Trustee (and the Trustee) in writing of the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment, and at the same time the Issuers shall deposit with the Trustee, an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee, for such
deposit


 




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prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted
interest as provided in this ‎Section 2.12. The Trustee shall fix or cause to be fixed each such special record date
and payment date; provided that no such special record date shall be less than ten (10) days prior to the related payment
date for such defaulted interest. The Trustee shall notify the Issuers of such special record date promptly, and in any event
at least 20 days before such special record date. At least 15 days before the special record date, the Issuers (or, upon the written
request of the Issuers or the Trustee, in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class
postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record
date, the related payment date and the amount of such interest to be paid.


 


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


 


Section 2.13.CUSIP/ISIN
Numbers. The Issuers in issuing the Notes may use CUSIP or ISIN numbers, as applicable (if then generally in use), and, if
so, the Trustee shall use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided,
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes
or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly
as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers, as applicable. Additional Notes will
not be issued with the same CUSIP, ISIN or other identifying number, if any, as any existing Notes unless such Additional Notes
are fungible with such existing Notes for U.S. federal income tax purposes.


 


ARTICLE
3

REDEMPTION


 


Section 3.01.Notices
to Trustee. If the Issuers elect to redeem Notes pursuant to ‎Section 3.07 hereof, they shall furnish to the Trustee,
at least five (5) Business Days before notice of redemption is mailed or caused to be mailed to the applicable Holders pursuant
to ‎Section 3.03, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or
Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of
the Notes, as the case may be, to be redeemed and (iv) the redemption price.


 


Section 3.02.Selection
of Notes to Be Redeemed or Purchased. If the Issuers are redeeming or repurchasing less than all of the Notes at any time,
the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange,
in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro
rata basis or (c) by lot or such other similar method in accordance with the procedures of DTC; provided that no


 




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Notes of $2,000
or less shall be redeemed or repurchased in part. In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.


 


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


 


Section 3.03.Notice
of Purchase or Redemption. Subject to ‎Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class
mail, postage prepaid, notices of purchase or redemption at least 30 days but not more than 60 days before the purchase or redemption
date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be transmitted
more than 60 days prior to a redemption date if the notice is issued in connection with ‎Article 8 or ‎Article
12 hereof.


 


The notice
shall identify the Notes (including the CUSIP or ISIN number) to be purchased or redeemed and shall state:


 


(a)       the
purchase or redemption date;


 


(b)       the
purchase or redemption price;


 


(c)       if
any Note is to be redeemed in part only, the portion of the principal amount of that Note that has been or is to be purchased
or redeemed and that, after the redemption date upon surrender of such Note, the Issuers will issue a new Note or Notes in principal
amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note;


 


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


 


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


 


(f)       that,
unless the Issuers default in making such redemption payment, and subject to any conditions specified in such notice, interest
on Notes called for redemption ceases to accrue on and after the redemption date;


 


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


 




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


 


(i)       any
condition to such redemption.


 


Notice of
redemption may, at the Issuers’ option and discretion, be subject to one or more conditions precedent. If any such redemption
or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption
may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the
redemption date, or by the redemption date so delayed. The Issuers shall provide notice to the Trustee of the satisfaction of
the conditions precedent.


 


At the Issuers’
request, the Trustee shall give the notice of purchase or redemption in the Issuers’ names and at their expense; provided
that the Issuers shall have delivered to the Trustee, at least 5 Business Days before notice of redemption is required to
be mailed or caused to be mailed to Holders pursuant to this ‎Section 3.03 (unless a shorter notice shall be agreed to by
the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to
be stated in such notice as provided in the preceding paragraph.


 


Section 3.04.Effect
of Notice of Redemption. Once notice of redemption is mailed in accordance with ‎Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price (subject to satisfaction of any
conditions specified in the applicable notice). The notice, if mailed in a manner herein provided, shall be conclusively presumed
to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect
in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings
for the redemption of any other Note. Subject to ‎Section 3.05 hereof, on and after the redemption date, interest ceases
to accrue on Notes or portions of Notes called for redemption.


 


Section 3.05.Deposit
of Redemption or Purchase Price. Prior to 12:00 p.m. (New York City time) on the redemption or purchase date, the Issuers
shall deposit with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest
on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuers any money deposited
with the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid
interest on, all Notes to be redeemed or purchased.


 


If the Issuers
comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue
on the Notes, or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record
Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase
date shall be paid to the Person


 




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in whose name
such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the
extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the
rate provided in the Notes and in ‎Section 4.01 hereof.


 


Section 3.06.Notes
Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and
the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided
that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood
that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officer’s Certificate is required for the Trustee to authenticate such new Note.


 


Section 3.07.Optional
Redemption. The Notes may be redeemed, at any time 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 form of Notes 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 the redemption date.


 


Section 3.08.Mandatory
Redemption. The issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


Section 3.09.Offers
to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to ‎Section 4.10 hereof, the Issuers
shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.


 


(b)       The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after
the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the
“Offer Amount”) to the purchase of Notes and, if required by the terms of any Pari Passu Indebtedness,
such Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered,
all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased
shall be made in the same manner as interest payments are made.


 


(c)       If
the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest,
if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of
business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.


 




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(d)       Upon
the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a
copy to the Trustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender
Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any
Pari Passu Indebtedness, holders of such Pari Passu Indebtedness. The notice, which shall govern the terms of the
Asset Sale Offer, shall state:


 


(i)       that
the Asset Sale Offer is being made pursuant to this ‎Section 3.09 and ‎Section 4.10 hereof
and the length of time the Asset Sale Offer shall remain open;


 


(ii)       the
Offer Amount, the purchase price and the Purchase Date;


 


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


 


(iv)       that,
unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date;


 


(v)       that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of
$2,000 and integral multiples of $1,000 in excess of $2,000;


 


(vi)       that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer,
to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;


 


(vii)       that
Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receive,
not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;


 


(viii)       that,
if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the Holders thereof exceeds the Offer
Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari
Passu Indebtedness are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata
basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or
(c) by


 




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 lot or such similar method in accordance with the procedures of DTC; provided that no notes of $2,000 or less shall be
repurchased in part; and


 


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


 


(e)       On
or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the
extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less
than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof
so tendered.


 


(f)       The
Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers
shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver
(or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in
this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate
and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by
the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date.


 


Other than
as specifically provided in this ‎Section 3.09 or ‎Section 4.10 hereof, any purchase pursuant to this ‎Section 3.09
shall be made pursuant to the applicable provisions of ‎Section 3.01 through ‎3.06 hereof.


 


ARTICLE
4

COVENANTS


 


Section 4.01.Payment
of Notes. The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or a Subsidiary, holds as of 12:00 P.M. (New York City time) on the due date money
deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due.


 


The Issuers
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to the then applicable


 




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interest rate
on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest at the same rate to the extent lawful.


 


Section 4.02.Maintenance
of Office or Agency. The Issuers shall maintain the office or agency required under ‎Section 2.03 (which may be
an office of the Trustee or an Affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers 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 Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Issuers
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 that no such designation or rescission
shall in any manner relieve the Issuers of their obligation to maintain an office or agency required under ‎Section 2.03.
The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


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


 


Section 4.03.Reports
and Other Information. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available (without
exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files
such reports and information with the SEC, to the extent not publicly available on the SEC’s EDGAR system or the Company’s
public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether
such filing or posting or any other filing or posting described below has occurred) from and after the Issue Date,


 


(i)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by
a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required
to be contained therein, or required in such successor or comparable form;


 


(ii)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by
a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year,


 




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reports
on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable
form; and


 


(iii)       within
the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after
the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form;


 


in each case,
in a manner that complies in all material respects with the requirements specified in such form; provided that the Company
shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company
shall post such reports on the Company’s public website within 15 days after the time they would have been required to file
such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act; provided, further,
that the Company shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or
3-16 of Regulation S-X.


 


In the event
that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company shall have satisfied its
obligations under this ‎Section 4.03 by furnishing information relating to such parent company; provided that, in the
case of financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences
between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries
on a standalone basis, on the other hand.


 


If the Company
has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required
by this ‎Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or
in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Company’s Unrestricted Subsidiaries.


 


In addition,
to the extent not satisfied by the foregoing, for so long as any Notes are outstanding the Company shall furnish to Holders and
to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.


 


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


 


Section 4.04.Compliance
Certificate. (a) The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after
the Issue Date, a certificate


 




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


 


(b)       The
Issuers shall, within ten (10) Business Days after becoming aware of any Default, deliver to the Trustee by registered or certified
mail or by facsimile transmission an Officer’s Certificate specifying such Default and what action the Issuers proposes
to take with respect thereto.


 


Section 4.05.Taxes.
The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the
failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


 


Section 4.06.Stay,
Extension and Usury Laws. The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that
they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.


 


Section 4.07.Limitation
on Restricted Payments. (a) (1) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:


 


(i)       declare
or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:


 


(A)       dividends
or distributions payable by the Company in Equity Interests (other than Disqualified Stock) of the Company; or


 




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(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 securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company 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 securities;


 


(ii)       purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or, to the extent held by a Person
other than the Company or a Restricted Subsidiary, CSL National, including in connection with any merger or consolidation;


 


(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, sinking fund payment or maturity, any Subordinated Indebtedness other than the payment, redemption, repurchase, defeasance,
acquisition or retirement of:


 


(A)       Indebtedness
permitted under clause ‎(vii) of ‎Section 4.09(b); or


 


(B)       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 purchase, repurchase or acquisition; 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
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 Company could incur $1.00 of additional Indebtedness
pursuant to the Consolidated Leverage Ratio test set forth in ‎Section 4.09 hereof; and


 


(3)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries (and not rescinded or refunded) after the Existing Notes Issue Date (including Restricted Payments permitted by clause
(2) of this ‎Section 4.07 and by clauses (1) and (8) of ‎0 hereof, but excluding all other


 




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Restricted
Payments permitted by ‎0 hereof), is less than the sum of (without duplication):


 


(a)       95%
of the aggregate amount of Funds From Operations (or, if Funds From Operations is a loss, minus 100% of the amount of such loss)
accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 2015 to the end of the
Company’s most recently completed fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment; plus


 


(b)       100%
of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities
or other property received by the Company since immediately after the Existing Notes Issue Date from the issue or sale of:


 


(i)       Equity
Interests of the Company or, in connection with “UP-REIT” acquisitions, Equity Interests of CSL National, but excluding
cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property
received from the sale of Equity Interests to members of management, directors or consultants of the Company after the Existing
Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause ‎(iv)
of Section 4.07(b) hereof; and


 


(ii)       Indebtedness
or Disqualified Stock of the Company or a Restricted Subsidiary that has been converted into or exchanged for Equity Interests
of the Company;


 


provided,
however, that this clause ‎0 shall not include the proceeds from (x) Refunding Capital Stock (as defined below), (y)
Equity Interests, Indebtedness or Disqualified Stock of the Company or CSL National sold to a Restricted Subsidiary or the Company
or (z) Disqualified Stock or


 




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Indebtedness
that has been converted or exchanged into Disqualified Stock; plus


 


(c)       100%
of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities
or other property contributed to the capital of the Company or, in connection with “UP-REIT” acquisitions, of CSL
National following the Existing Notes Issue Date (other than by a Restricted Subsidiary or the Company); plus


 


(d)       to
the extent that any Restricted Investment that was made after the Existing Notes Issue Date is sold for cash or otherwise liquidated
or repaid for cash, the lesser of 1. the cash return of capital with respect to such Restricted Investment (less the cost of disposition,
if any) and 2. the initial amount of such Restricted Investment (in either case except to the extent any such amount has already
been included in the calculation of Funds from Operations); plus


 


(e)       in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Existing Notes Issue Date, the
fair market value of the Investment in such Unrestricted Subsidiary (as determined by the Company in good faith) at the time of
the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent
the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; plus


 


(f)       $50.0
million.


 


(2)       Notwithstanding
the foregoing, the Company may declare or pay any dividend or make any distribution on or in respect of shares of the Company’s
Capital Stock, in each case constituting a Restricted Payment, to holders of such Capital Stock to the extent that Company believes
in good faith that it or Parent (or any other parent of the Company from time to time (together, with Parent, a “REIT
Parent”)), qualifies as a “real estate investment trust” under Section 856 of the Code (or any successor
provision) (a “REIT”) and that the declaration or payment of a dividend or making of a distribution in such
amount is necessary to maintain the status of the Company or REIT Parent as a REIT for any taxable year (including by permitting
REIT Parent to make a distribution in such amount as is necessary to maintain its status as a REIT for any taxable year), with
such


 




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dividend
to be paid or distribution to be made as and when determined by the Company, whether during or after the end of the relevant taxable
year or to avoid the imposition of any excise or income tax; provided, however, that at the time of, and after giving
effect to, any such dividend or distribution, no Event of Default of the type described in clauses (i), (ii) (without giving effect
to the grace period set forth therein) or (vi) (each, a “Specified Default”) of ‎Section 6.01(a)
hereof shall have occurred and be continuing or would occur as a consequence thereof and the Obligations in respect of the Notes
shall not otherwise have been accelerated.


 


(b)       ‎Section
4.07(a) shall not prohibit:


 


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


 


(2)       any
Restricted Payment made in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to
a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Company) of, Equity Interests of
the Company (other than Disqualified Stock) (collectively, the “Refunding Capital Stock”);


 


(3)       the
purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a
Guarantor made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, new Indebtedness of an Issuer
or a Guarantor, as the case may be, which is incurred in compliance with ‎Section 4.09 hereof so long as:


 


(a)       the
principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so purchased, redeemed, defeased,
repurchased, 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 purchased, redeemed, defeased, repurchased, acquired or retired and any fees
and expenses incurred in connection with the issuance of such new Indebtedness;


 


(b)       such
new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness
so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value;


 


(c)       such
new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated


 




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Indebtedness
being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; and


 


(d)       such
new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity
of the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired;


 


(4)       a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of the Company held by any future, present or former member of management, employee, officer, director
or consultant of the Company or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however,
that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $20.0 million (with unused
amounts in any calendar year beginning 2015 being carried over to succeeding calendar years, subject to a maximum of $40.0 million
in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:


 


(a)       the
cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of management, directors
or consultants of the Company or any of its Subsidiaries that occurs after the Existing Notes Issue Date, to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue
of clause ‎(iii) of ‎Section 4.07(1) hereof; plus


 


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


 


(c)       the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);


 


and provided
further that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from members of management of
the Company or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company
will not be deemed to constitute a Restricted Payment for purposes of this ‎Section 4.07 or any other provision of this Indenture;


 


(5)       repurchases
of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests
represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying
any required tax withholding


 




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obligation
upon the exercise or vesting of a grant or award that was granted or awarded to an employee;


 


(6)       other
Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (6)
not to exceed the greater of (x) $50.0 million and (y) 2.00% of Total Assets determined at the time of payment;


 


(7)       any
Restricted Payment made in connection with the “Transactions” as described in the offering memorandum for the Existing
Secured Notes issued on April 24, 2015;


 


(8)       the
repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness or Preferred
Stock pursuant to the provisions similar to those described under ‎Section 4.10 and ‎Section 4.14 hereof; provided
that prior to any such repurchase, redemption, defeasance or other acquisition or retirement for value, all Notes tendered
by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or
acquired for value;


 


(9)       the
repurchase, redemption or other acquisition for value of Equity Interests of the Company deemed to occur in connection with paying
cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse
share split, merger, consolidation, amalgamation or other business combination of the Company or its Subsidiaries, in each case,
permitted under this Indenture;


 


(10)       the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);


 


(11)       on
or prior to the date that is one year after the Existing Notes Issue Date, the Purging Distributions; provided that the
aggregate amount of the Purging Distributions to be paid in cash in reliance on this clause (11) shall not exceed 21% (or such
greater percentage as may be required by law) of the aggregate value of all Purging Distributions;


 


(12)       the
declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of
the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with
the covenant described under ‎Section 4.09 hereof;


 


(13)       payments
of cash, or dividends, distributions or advances by the Company or any Restricted Subsidiary to allow the payment of cash in lieu
of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock
of any such Person;


 




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(14)       mandatory
redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment or Permitted Investment
otherwise permissible hereunder; and


 


(15)       the
repurchase, redemption or other acquisition for value of Equity Interests pursuant to the Employee Matters Agreement; provided,
however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (8) or (10),
no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided further
that, at the time of, and after giving effect to, any Restricted Payment permitted under clause (11), no Event of Default
described under clause (i), (ii) (without giving effect to the grace period set forth therein), or (vi) of ‎Section 6.01(a)
hereof shall have occurred and be continuing or would occur as a consequence thereof, and the Obligations in respect of the Notes
shall not otherwise have been accelerated.


 


(c)       As
of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries. The Company shall not permit any Restricted
Subsidiary to become an Unrestricted Subsidiary except pursuant to ‎Section 4.18. For purposes of designating any Restricted
Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to
the extent repaid) in the Subsidiary so designated shall be deemed to be an Investment in an amount determined as set forth in
the definition of “Investment.” Such designation shall be permitted only if an Investment in such amount would be
permitted at such time, whether as a Restricted Payment or a Permitted Investment, and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this
Indenture.


 


(d)       The
amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant
will be determined by the Board of Directors of the Company or senior management thereof whose good faith determination will be
conclusive. In the event that a Restricted Payment meets the criteria of more than one of the above clauses or the definition
of the term “Permitted Investment,” the Company may classify, and from time to time may reclassify, such Restricted
Payment if such classification would be permitted at the time of such reclassification. In addition, a Restricted Payment may
be made in reliance in part on one clause and in part on another clause.


 


(e)       Notwithstanding
this Section 4.07, until the Covenant Reversion Date occurs, the Company and its Restricted Subsidiaries shall not, directly or
indirectly, declare or make any Restricted Payment of the types described under clauses (i) and (ii) of Section 4.07(a)(1), pursuant
to the builder basket in clause (3) of Section 4.07(a)(1), or pursuant to clause (6) of Section 4.07(b), other than any dividend
or distribution (including any cash dividend or cash distribution) on or in respect of (x) the Company’s Equity Interests,
in each case constituting a Restricted Payment, to holders of such Equity


 




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Interests (including,
for the avoidance of doubt, dividends or distributions that are made on a pro rata basis to all holders, including unrelated holders,
of any class of such Equity Interests) solely to the extent that the Company believes in good faith that the Company or REIT Parent
qualifies as a REIT and solely to the extent that the Company believes in good faith that the declaration or payment of such dividend
or making of such distribution in such amount is necessary to (i) maintain the Company’s or REIT Parent’s status as
a REIT (including, for the avoidance of doubt, the Company’s or REIT Parent’s eligibility to be taxed as a REIT under
Section 857(b)) for any taxable year, determined without regard to any ability of the Company or REIT Parent to maintain its status
as a REIT (and eligibility to be taxed as a REIT under Section 857(b)) for any taxable year by declaring or paying a dividend
or making a distribution in whole or in part in any form other than cash, including the Company’s or REIT Parent’s
Equity Interests, with such dividend to be paid or distribution to be made as and when determined by the Company, whether during
or after the end of the relevant taxable year, and (ii) permit the Company or REIT Parent to pay an amount equal to any corporate-level
U.S. federal and applicable state and local income taxes payable by the Company or REIT Parent with respect to any undistributed
taxable income (including any undistributed capital gains) (collectively, for each taxable year, the “Minimum Required
Distribution Amount”) or (y) shares of preferred stock issued on customary terms by a Restricted Subsidiary solely to
permit such Restricted Subsidiary to qualify as a REIT, not to exceed in the aggregate for all such dividends and distributions
pursuant to this clause (y) $50,000 per annum; provided that (i) no cash dividend or distribution shall be permitted under
this paragraph to the extent that a Specified Default has occurred and is continuing or the Notes have been accelerated following
any other Event of Default; (ii) notwithstanding the foregoing, any distributions made pursuant to subclause (x) of this paragraph
shall not exceed the amount of dividends or distributions that could have been paid or made by the Company at such time pursuant
to such subclause (x) if, in the relevant taxable year, REIT Parent had held no assets, other than a direct or indirect equity
interest in the Company, and had recognized no income, gain, loss, deduction or other tax items, other than such items of the
Company allocable directly or indirectly to REIT Parent or, if the Company is a REIT, dividends from the Company, and (iii) dividends
and distributions paid or made pursuant to this paragraph shall be permitted only so long as the Company or REIT Parent is a REIT,
a disregarded qualified REIT subsidiary, a disregarded entity or a partnership for U.S. federal income tax purposes; and provided,
however, that (i) the Company shall be permitted to make or pay cash dividends or distributions pursuant to subclause (x)
of this paragraph in amounts and at times sufficient to permit the Company or REIT Parent to declare and pay quarterly cash dividends
in respect of each taxable year, in each case, not to exceed one quarter of the Company’s good faith estimate, as of the
date on which the first quarterly dividend in respect of each taxable year is declared, of the Minimum Required Distribution Amount
for such taxable year (with any unused capacity for the taxable year carrying forward to subsequent quarters in respect of such
taxable year).


 


Section 4.08.Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or become effective any


 




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consensual
encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


(i)       (A)
pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits, or


 


(B)       pay
any Indebtedness owed to the Company or any of its Restricted Subsidiaries;


 


(ii)       make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(iii)       sell,
lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


(b)       The
restrictions in ‎Section 4.08 hereof shall not apply to encumbrances or restrictions existing under or by reason of:


 


(i)       contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to any Transaction Agreement, or pursuant to the
Senior Credit Facilities and the related documentation and related Hedging Obligations;


 


(ii)       (1)
this Indenture, the Notes and the Guarantees, (2) the indenture governing the Existing Secured Notes, the Existing Secured Notes
and the guarantees thereof, including any future guarantees, (3) the indenture governing the Unsecured Notes, the Unsecured Notes
and the guarantees thereof, including any future Guarantees, (4) the Security Documents and (5) any agreement governing Indebtedness
permitted to be incurred pursuant to the covenant described under ‎Section 4.09 herein; provided, that
the provisions relating to restrictions of the type described in clauses (i) through (iii) of ‎Section 4.08
hereof contained in such agreement, taken as a whole, are (y) not materially more restrictive, taken as a whole, as determined
in good faith by the Company, than the provisions contained in the Senior Credit Facilities, the Security Documents (including,
for the avoidance of doubt, any amendments, supplements, modifications, restatements or refinancings thereof), or in this Indenture
or in the indenture governing the Existing Secured Notes or the Unsecured Notes, as applicable, in each case as in effect when
initially executed or (z) shall not, in the good faith judgment of the Company, affect the ability of the Company to make anticipated
payments of principal, premium, if any, interest or any other payments on the Notes;


 


(iii)       purchase
money obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause ‎(iii)
of ‎Section 4.08 hereof on the property so acquired or leased;


 


(iv)       applicable
law or any applicable rule, regulation, license, permit or order;


 




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(v)       any
agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any of its Restricted
Subsidiaries (including the acquisition of a minority interest of such Person) in existence at the time of such transaction (but
not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries,
so acquired;


 


(vi)       contracts
for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company, that impose restrictions
solely on the assets to be sold;


 


(vii)       Secured
Indebtedness otherwise permitted to be incurred pursuant to ‎Section 4.09 hereof and ‎Section
4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;


 


(viii)       restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(ix)       other
Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue
Date pursuant to ‎Section 4.09 hereof;


 


(x)       customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint
venture or other arrangements;


 


(xi)       customary
provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary
course of business or as is typical in the same or similar industries;


 


(xii)       any
encumbrances or restrictions of the type referred to in clauses ‎(i), ‎(ii) and ‎(iii)
of ‎Section 4.08 hereof imposed by any amendments, modifications, restatements, increases, supplements or refinancings
of the contracts, instruments or obligations referred to in clauses ‎(i) through ‎(xi) of
this ‎Section 4.08(b); provided that such amendments, modifications, restatements, increases, supplements
or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such
encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, increase, supplement
or refinancing; and


 


(xiii)       restrictions
in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis.


 


Section 4.09.Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently, or otherwise


 




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(collectively,
“incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired
Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary
to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated
Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would
have been no greater than 6.5 to 1.0, 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 the most recently
ended four fiscal quarters for which internal financial statements are available; provided further, however, that
Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma
effect to such incurrence or issuance, more than an aggregate of $250.0 million (or, prior to the Covenant Reversion Date,
$50.0 million) of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries is outstanding pursuant
to this ‎Section 4.09 (or clause ‎(xii) of ‎Section 4.09(b) in respect thereof) and clause (xvii)
of ‎Section 4.09(b) hereof.


 


(b)       The
provisions of ‎Section 4.09(a) hereof shall not apply to:


 


(i)       the
incurrence of Indebtedness under Credit Facilities (including the Existing Secured Notes and the Notes) by the Company or any
of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with
letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided,
however, that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of
all Indebtedness under this clause (i) does not exceed at any one time the greater of (x) $3,225 million and (y) an aggregate
principal amount of Secured Indebtedness that at the time of incurrence does not cause the Consolidated Secured Leverage Ratio
to exceed 4.00 to 1.00;


 


(ii)       the
incurrence by the Issuers and any Guarantor of Indebtedness represented by the Unsecured Notes issued before the Issue Date (including
any Guarantee) and any exchange notes and any related guarantees to be issued pursuant to a registered exchange offer in accordance
with the related registration rights agreement, as applicable, with respect to the Unsecured Notes issued before the Issue Date
in exchange for the Unsecured Notes, if any, issued in compliance with the indentures governing the Unsecured Notes;


 


(iii)       Indebtedness
of the Company or any of its Restricted Subsidiaries in existence, or any Preferred Stock of the Company or any of its Restricted
Subsidiaries issued, on the Issue Date (including the Existing Secured Notes, but


 




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other
than Indebtedness described in clauses ‎(i), ‎(ii), ‎(vii) or ‎(viii)
of this ‎Section 4.09(b));


 


(iv)       Indebtedness
(including Capitalized Lease Obligations, purchase money obligations and mortgage financings), Disqualified Stock and Preferred
Stock incurred or issued by the Company or any of its Restricted Subsidiaries to finance the purchase, lease, construction or
improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct
purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to refinance any such
Indebtedness, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all
other Indebtedness, Disqualified Stock and Preferred Stock then outstanding under this clause (iv) does not exceed the greater
of (x) $150.0 million and (y) 5.50% of Total Assets determined at the time of incurrence or issuance;


 


(v)       Indebtedness
incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of
credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary
course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds,
health, disability or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness
with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health,
disability or other employee benefits or property, casualty or liability insurance or self-insurance;


 


(vi)       Indebtedness
arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business,
assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business,
assets or a Subsidiary for the purpose of financing such acquisition;


 


(vii)       Indebtedness
of the Company to a Restricted Subsidiary or a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided
that any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing
by an Issuer or a Guarantor to a Non-Guarantor Subsidiary is expressly subordinated in right of payment to the Notes or the applicable
Guarantee, as applicable; and provided further that any subsequent issuance or transfer of any Capital Stock or any other
event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such Indebtedness (except to the Company or another Restricted Subsidiary, as applicable, or any pledge of such Indebtedness constituting
a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause ‎(vii);


 




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(viii)       shares
of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any
subsequent issuance or transfer of any Capital Stock or any other event which results in such Preferred Stock being beneficially
owned by a Person other than the Company or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such
shares of Preferred Stock not permitted by this clause ‎(viii);


 


(ix)       Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk
with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk, commodity pricing risk
or any combination thereof;


 


(x)       obligations
in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company
or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related
thereto, in each case in the ordinary course of business or consistent with past practice;


 


(xi)       Indebtedness
or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Guarantor not
otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the outstanding
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding
and incurred pursuant to this clause (xi), together with any Refinancing Indebtedness in respect thereof incurred pursuant to
clause ‎(xii), does not at any one time outstanding exceed the greater of (x) $200.0 million and (y) 7.50% of
Total Assets determined at the time of incurrence;


 


(xii)       the
incurrence by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to
refinance:


 


(a)       any
Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under ‎Section 4.09 hereof and clauses
‎(ii), ‎(iii), ‎(iv), ‎(xi), ‎(xiii) and ‎(xvii) of this ‎Section 4.09(b), or


 


(b)       any
Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refinance the Indebtedness, Disqualified Stock or
Preferred Stock described in clause ‎(a) of this ‎Section 4.09(b)(xii),


 


including,
in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums),
accrued interest, defeasance costs and reasonable fees and expenses in connection therewith (collectively, the “Refinancing
Indebtedness”); provided, however, that such Refinancing Indebtedness:


 


(A)       has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining


 




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Weighted
Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refinanced,


 


(B)       to
the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee
thereof, such Refinancing Indebtedness is subordinated or pari passu, as the case may be, to the Notes or the Guarantee
at least to the same extent as the Indebtedness being refinanced or (ii) Disqualified Stock or Preferred Stock, such Refinancing
Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and


 


(C)       shall
not include:


 


(i)       Indebtedness,
Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred
Stock of an Issuer;


 


(ii)       Indebtedness,
Disqualified Stock or Preferred Stock of a Non Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred
Stock of a Guarantor; or


 


(iii)       Indebtedness,
Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock
or Preferred Stock of an Unrestricted Subsidiary;


 


and provided
further that subclause ‎(A) of this clause (xii) will not apply to any refinancing of Indebtedness under the Senior Credit
Facilities;


 


(xiii)       Indebtedness,
Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y)
Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted
Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger
or consolidation, either:


 


(a)       the
Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test
set forth in ‎Section 4.09 hereof, or


 


(b)       the
Consolidated Leverage Ratio is less than or equal to the Consolidated Leverage Ratio immediately prior to such acquisition, merger
or consolidation;


 


(xiv)       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 or other cash management services in the


 




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ordinary
course of business, provided that such Indebtedness is extinguished within ten (10) Business Days of notice of its incurrence;


 


(xv)       Indebtedness
of the Company or any of its Restricted Subsidiaries supported by a letter of credit, in a principal amount not in excess of the
stated amount of such letter of credit;


 


(xvi)       (a)
any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long
as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture,
or (b) any guarantee by a Restricted Subsidiary (or co-issuances by an Issuer) of Indebtedness of the Company; provided
that such guarantee is incurred in accordance with ‎Section 4.15 hereof;


 


(xvii)       Indebtedness
of Non-Guarantor Subsidiaries in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness
then outstanding and incurred pursuant to this clause ‎(xvii) and under ‎Section 4.09 hereof,
together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause ‎(xii) of this Section
4.09(b), does not exceed $250.0 million (or, prior to the Covenant Reversion Date, $50.0 million) at any one time outstanding;


 


(xviii)       Indebtedness
of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay
obligations contained in supply arrangements in each case, incurred in the ordinary course of business;


 


(xix)       Indebtedness
of the Company or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with
respect to any Subsidiary or joint venture in the ordinary course of business;


 


(xx)       the
issuance of Equity Interests (other than Disqualified Stock) in CSL National in connection with “UP-REIT” acquisitions
that do not constitute a Change of Control; and


 


(xxi)       Indebtedness
consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former officers, directors
and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption
of Equity Interests of the Company to the extent described in clause (4) of Section 4.07(b) hereof.


 


(c)       For
purposes of determining compliance with this ‎Section 4.09, 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,
Disqualified Stock or Preferred Stock described in clauses ‎(i) through ‎(xxi) of ‎Section 4.09(b)
hereof or is entitled to be incurred pursuant to ‎Section 4.09 hereof, the Company, in its sole discretion, will divide
and/or classify on the date of incurrence and may later redivide and/or reclassify such item of Indebtedness, Disqualified Stock
or Preferred


 




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Stock (or any
portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred
Stock in one of the above clauses of ‎Section 4.09(b) or in ‎Section 4.09; provided that all Indebtedness
outstanding on the Issue Date under the Senior Credit Facilities, the Existing Secured Notes and the Notes will be treated as
incurred on the Issue Date under clause ‎(i) of ‎Section 4.09(b) and will not later be reclassified.


 


(d)       Accrual
of interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same
terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the
same class, and accretion of original issue discount or liquidation preference will not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or Preferred Stock for purposes of this ‎Section 4.09. Guarantees of, or obligations in respect
of letters of credit 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 or letter of credit, as the case may be, was in compliance with this ‎Section 4.09.


 


(e)       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
is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded
if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. For the avoidance of doubt and notwithstanding any other provision of
this ‎Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant to this ‎Section 4.09
shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.


 


(f)       The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


(g)       The
Company will not, and will not permit any other Issuer or any Guarantor to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company, such other Issuer
or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or
such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is


 




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subordinated
to other Indebtedness of the Company, such Issuer or such Guarantor, as the case may be.


 


(h)       For
the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness
merely because it is unsecured, and Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because
it has a junior priority with respect to the same collateral.


 


Section 4.10.Asset
Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:


 


(i)       the
Company or any such 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 Company) of the assets sold or otherwise disposed of; and


 


(ii)       except
in the case of a Permitted Asset Swap or the disposition of any property the disposition of which is necessary for the Company
to qualify, or to maintain its qualification, as, a real estate investment trust for U.S. federal income tax purposes, in each
case, in the Company’s good faith determination, at least 75% of the consideration therefor received by the Company or any
such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(A)       any
liabilities (as shown on the Company’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred
or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s
consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of
such balance sheet, as determined in good faith by the Company) of the Company or such Restricted Subsidiary (other than Contingent
Obligations and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee
of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset
Sale) or are acquired and extinguished by the Company or such Restricted Subsidiary and, in each case, for which the Company,
and all such Restricted Subsidiaries shall have no further obligation with respect thereto,


 


(B)       any
notes or other obligations or securities received by the Company or such Restricted Subsidiary from such transferee that are converted
by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for
cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the
closing of such Asset Sale,


 




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(C)       any
Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate
fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration
received pursuant to this clause (c) that is at that time outstanding (but, to the extent that any such Designated Non-cash Consideration
is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition,
if any) and (b) the initial amount of such Designated Non-cash Consideration) not to exceed the greater of (x) $200.0 million
and (y) 7.50% of Total Assets, with the fair market value (as determined in good faith by the Company) of each item of Designated
Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, and


 


(D)       any
Capital Stock or assets described in clauses (A) and (D) of Section 4.10(b)(ii) hereof shall be deemed to be cash for purposes
of this provision and for no other purpose.


 


(b)       Within
450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may
apply an amount equal to the Net Proceeds from such Asset Sale,


 


(i)       to
permanently reduce:


 


(A)       Obligations
under the Notes or any other Pari Passu Indebtedness (including obligations under the Senior Credit Facilities and the
Existing Secured Notes) of an Issuer or a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable);
provided that if such Net Proceeds are applied to other Pari Passu Indebtedness then the Issuers shall (i) equally
and ratably reduce Obligations under the Notes (x) as provided under ‎Section 3.07 or (y) through open market purchases or
(ii) make an offer (in accordance with ‎Section 4.10(b) hereof) to all Holders of Notes to purchase their Notes at 100% of
the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes that would
otherwise be redeemed under clause ‎(i), or


 


(B)       Indebtedness
of a Non-Guarantor Subsidiary, other than Indebtedness owed to the Company or another Restricted Subsidiary; or


 


(ii)       to
make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the
acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning
an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) acquire properties (other
than working capital or Capital Stock), (C) make capital expenditures or (D) acquire


 




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other
assets (other than working capital or Capital Stock) that, in the case of each of ‎(A), ‎(B),
‎(C) and ‎(D) are either (x) used or useful in a Similar Business or (y) replace the businesses,
properties and/or assets that are the subject of such Asset Sale (provided that such assets or Capital Stock shall be pledged
as Collateral under the Security Documents and in accordance with this Indenture substantially simultaneously with such Investment
or acquisition to the extent the assets disposed of constituted Collateral);


 


provided
that, in the case of clause ‎(ii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds
from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with
the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment
(an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled
or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or


 


(iii)       any
combination of the foregoing.


 


(c)       Any
Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in ‎Section
4.10(a)(i) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds
$75.0 million, the Company or any Restricted Subsidiary shall make an offer to all Holders of Notes and, if required by the terms
of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”)
to purchase the maximum aggregate principal amount of the Notes in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof and such Pari Passu Indebtedness 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, plus accrued and unpaid interest, if any (or, in respect of such
Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu
Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.


 


(d)       The
Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within fifteen (15) Business Days after the date that
Excess Proceeds exceed $75.0 million by electronically delivering or mailing the notice required pursuant to the terms of this
Indenture, with a copy to the Trustee.


 


(e)       To
the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes,
subject to clause ‎(e) of this ‎Section 4.10 and the other covenants contained in this Indenture. If the
aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness
shall select such Pari Passu Indebtedness to be purchased (i) if the Notes or such Pari Passu Indebtedness are listed
on any national securities exchange, in


 




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compliance
with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable,
are listed, (ii) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu
Indebtedness tendered or (iii) by lot or such similar method in accordance with the procedures of DTC; provided that no
Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.


 


(f)       Pending
the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds
temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any
manner not prohibited by this Indenture.


 


(g)       The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder 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 Issuers shall 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.


 


Section 4.11.Transactions
with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, 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, contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate
payments or consideration in excess of $50.0 million, unless:


 


(i)       such
Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, as determined in good faith by the
Company or senior management thereof, to the Company or its relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
and


 


(ii)       any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0
million is approved by the majority of the Board of Directors of the Company.


 


(b)       ‎Section
4.11 hereof shall not apply to the following:


 


(i)       transactions
between or among the Company and any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result
of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of the Company
or any Restricted Subsidiary prior to such transaction);


 




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(ii)       Restricted
Payments permitted by ‎Section 4.07 hereof and Permitted Investments;


 


(iii)       the
payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance
arrangements and agreements provided on behalf of, or entered into with, current or former officers, directors, employees or consultants
of the Company or any of its Restricted Subsidiaries;


 


(iv)       any
agreement as in effect as of the Issue Date or any amendment, supplement, modification, extension or renewal thereto (so long
as such amendments, supplements, modifications, extensions or renewals are not disadvantageous in any material respect to the
Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date, as determined in good faith
by the Company) and any transaction contemplated thereby as determined in good faith by the Company;


 


(v)       the
Transactions and the payment of all fees and expenses related to the Transactions;


 


(vi)       transactions
with customers (excluding leases), 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 and otherwise in compliance
with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination
of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party as determined by the Board of Directors of the Company or the senior
management thereof;


 


(vii)       the
issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company and the granting and performance of any
registration rights with respect thereto;


 


(viii)       payments
or loans (or cancellation of loans) to current or former employees, officers, directors or consultants of the Company or any of
its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and
other similar arrangements with such employees, officers, directors or consultants which, in each case, are approved by the Company
in good faith;


 


(ix)       transactions
with joint ventures or similar arrangements for the purchase or sale of goods, equipment and services entered into in the ordinary
course of business;


 


(x)       transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivered to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets
the requirements of clause ‎(i) of ‎Section 4.11;


 




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(xi)       the
issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or
similar employee benefit plans approved by the Board of Directors of the Company in good faith;


 


(xii)       any
contribution to the capital of the Company (other than in consideration of Disqualified Stock);


 


(xiii)       the
provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business
undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture;


 


(xiv)       transactions
with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company, directly
or indirectly, owns Equity Interests in, or controls, such Person; and


 


(xv)       transactions
with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests where such Affiliate receives the same
consideration or is treated the same as non-Affiliates in such transaction.


 


Section 4.12.Liens.
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien
(except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee or on any asset or property
of the Company or any Restricted Subsidiary.


 


The foregoing
shall not apply to (A) Liens securing the Notes (but not Additional Notes) and the related Guarantees and other Obligations in
respect thereof, (B) Liens on Collateral ranking equally with the Liens securing the Notes and related Guarantees securing (i)
Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that
was incurred pursuant to clause (i) of ‎Section 4.09(b) hereof and (ii) the Existing Secured Notes outstanding on the Issue
Date, and (C) Liens on the Collateral ranking equally with the Liens securing the Notes and related Guarantees securing Indebtedness
permitted to be Incurred pursuant to ‎Section 4.09 hereof; provided, that at the time of any Incurrence of such Pari
Passu Indebtedness and after giving pro forma effect thereto (and the application of the net proceeds therefrom) under
this clause Section 4.12(C), the Consolidated Secured Leverage Ratio shall not be greater than 4.00 to 1.00.


 


Notwithstanding
anything to the contrary in this Indenture, the Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create, incur or assume any Lien on (x) the Master Lease (or any right or interest therein (including any rent
payable thereunder)) or (y) any assets that are leased to Tenant pursuant to the Master Lease (the assets described in clauses
(x) and (y), the “Master Lease Collateral”)


 




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permitted pursuant
to clauses (6), (16), (25) or (30) of the definition of Permitted Liens or this ‎Section 4.12 unless the Collateral Agent
shall also hold, for the benefit of the Holders, a Lien on such Master Lease Collateral that is perfected to the same extent as
such Lien granted pursuant to clauses (6), (16), (25) or (30) of the definition of Permitted Liens or this ‎Section 4.12,
as applicable.


 


Section 4.13.Existence.
Subject to ‎ARTICLE 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in
full force and effect (i) its existence, and the existence of each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii)
the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that
the Company shall not be required to preserve any such right, license or franchise, or the existence of any of its Restricted
Subsidiaries, if (a) the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Restricted Subsidiaries, taken as a whole, or (b) the failure to preserve such right, license
or franchise, or such existence, is not adverse in any material respect to the Holders of the Notes.


 


Section 4.14.Offer
to Repurchase Upon Change of Control. (a) If a Change of Control Repurchase Event occurs after the Issue Date, unless the
Issuers have previously or concurrently transmitted a redemption notice with respect to all the outstanding Notes as described
under ‎Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described
below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”)
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date
of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date. Within 30 days following any Change of Control Repurchase Event, unless the Issuers have previously
or concurrently transmitted a redemption notice with respect to all the outstanding Notes as described under ‎Section
3.07 hereof, the Issuers shall send notice of such Change of Control Offer, with a copy to the Trustee, to each Holder of Notes
to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the
following information:


 


(i)       that
a Change of Control Offer is being made pursuant to this ‎Section 4.14 and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for payment by the Issuers;


 


(ii)       the
purchase price and the purchase date, which will, subject to clause (vii) of this ‎Section 4.14, be no earlier
than 30 days nor later than 60 days from the date such notice is transmitted (the “Change of Control Payment Date”);


 


(iii)       that
any Note not properly tendered will remain outstanding and continue to accrue interest;


 




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(iv)       that
unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest on the Change of Control Payment Date;


 


(v)       that
Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided
that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control
Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount
of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such
Notes purchased;


 


(vi)       that
if the Holders tender less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes
will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must
be equal to $2,000 or an integral multiple of $1,000 in excess thereof;


 


(vii)       if
such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional
on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change
of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur
and such notice may be rescinded in the event that the Issuers shall determine that such condition will not be satisfied by the
Change of Control Payment Date or by the Change of Control Payment as so delayed; and


 


(viii)       the
other instructions, as determined by the Issuers, consistent with this ‎Section 4.14, that a Holder must follow.


 


The Issuers
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations
under this Indenture by virtue thereof.


 


(b)       On
the Change of Control Payment Date, the Issuers will, to the extent permitted by law,


 


(i)       accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,


 


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


 




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(iii)       deliver,
or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to
the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.


 


(c)       The
Issuers shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (1) 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 Issuers and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture with respect
to all of the outstanding Notes as described under ‎Section 3.07, unless and until there is a default in payment of
the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance
of a Change of Control, conditional 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.


 


(d)       Notes
repurchased by the Issuers 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 Issuers. Notes purchased by a third party pursuant to ‎Section 4.14(c)
will have the status of Notes issued and outstanding unless transferred to the Issuers.


 


(e)       Other
than as specifically provided in this ‎Section 4.14, any purchase pursuant to this ‎Section 4.14 shall be
made pursuant to the provisions of ‎Section 3.02, ‎3.05 and ‎3.06 hereof.


 


Section 4.15.Limitation
on Guarantees of Indebtedness by Restricted

Subsidiaries. The Company shall not permit any Restricted Subsidiary that is not an Issuer or a Guarantor to guarantee the
payment of any Indebtedness under the Senior Credit Facilities, unless:


 


(a)       such
Restricted Subsidiary within 20 business days executes and delivers a supplemental indenture to this Indenture, the form of which
is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary;


 


(b)       the
Company shall within 20 business days deliver to the Trustee an Officer’s Certificate and Opinion of Counsel reasonably
satisfactory to the Trustee;


 


provided
that this ‎Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time
such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming
a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required
to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 business day
periods described in this ‎Section 4.15.


 




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Section 4.16.Suspension
of Certain Covenants. (a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies
and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing
clauses ‎(i) and ‎(ii) being collectively referred to as a “Covenant Suspension Event”),
the Company and its Restricted Subsidiaries shall not be subject to ‎Section 4.07 hereof, ‎Section 4.08
hereof, ‎Section 4.09 hereof, ‎Section 4.10 hereof, ‎Section 4.11 hereof, ‎Section
4.15 hereof (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of
the applicable Suspension Period as defined in clause ‎(b) of this ‎Section 4.16), ‎Section 4.17
hereof and clause ‎(iv) of ‎Section 5.01 hereof (the “Suspended Covenants”).


 


(b)       If
on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade
Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, the Company and the Restricted Subsidiaries
shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the
day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period”.


 


(c)       On
each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period
will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under ‎Section 4.09(b)(iii).
Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under ‎Section
4.07 will be made as though ‎Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted
Payments under ‎Section 4.07. No Default or Event of Default shall be deemed to have occurred on the Reversion Date
as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. Notwithstanding the
foregoing, during the Suspension Period the Company shall not designate any of its Restricted Subsidiaries to be Unrestricted
Subsidiaries unless the Company would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension
Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created
an Investment or Restricted Payment pursuant to 0 at the time of such designation. For purposes of ‎Section 4.10, on
the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero.


 


(c)       The
Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Covenant Suspension
Event or Reversion Date under this ‎Section 4.16; provided, however, that the Trustee shall have no obligation
to ascertain or verify the occurrence of any Covenant Suspension Event or Reversion Date.


 


Section 4.17.Limitations
on Business Activities. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other
than Similar Businesses, except as would not be material to the Company and its Restricted Subsidiaries, taken as a whole.


 




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Section 4.18.Designation
of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary
of the Company (other than any Issuer) to be an Unrestricted Subsidiary; provided that:


 


(i)       any
guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed
to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such
designation, and such incurrence of Indebtedness would be permitted under ‎Section 4.09 hereof;


 


(ii)       the
aggregate fair market value (as determined in good faith by the Company) of all outstanding Investments owned by the Company and
its Restricted Subsidiaries in the Subsidiary being so designated (including any guarantee by the Company or any Restricted Subsidiary
thereof of any Indebtedness of such Subsidiary) will be deemed to be an Investment made as of the time of such designation and
that such Investment would be permitted under ‎Section 4.07 hereof;


 


(iii)       the
Subsidiary being so designated


 


(A)       has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries, except (i) to the extent such guarantee or credit support would be released upon such designation or (ii) a pledge
of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and


 


(B)       is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to
cause such Person to achieve any specified levels of operating results; and


 


(iv)       no
Default or Event of Default would be in existence following such designation.


 


(b)       Any
designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing
with the Trustee the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary
would fail to meet any of the preceding requirements described in clause ‎(iii) of ‎Section 4.18, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on
the property, of such Subsidiary will be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under this Indenture,
the Company will be in default under this Indenture.


 




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(c)       Notwithstanding
the foregoing provisions of this Section 4.18, prior to the Covenant Reversion Date, the Company may not designate any Subsidiary
as an Unrestricted Subsidiary other than an Unrestricted Subsidiary formed solely to act as the issuer of Escrow Notes and perform
customary related activities. “Escrow Notes” means Indebtedness in the form of notes, 100% of the net proceeds
of the issuance of which (together with such additional amounts as may be necessary to fund the repayment thereof and accrued
interest through the date of repayment) is and remains deposited to an escrow or segregated account established by the issuer
of such Indebtedness that is subject to customary escrow or other control arrangements providing for the prepayment or redemption
of such Indebtedness with the proceeds of such Indebtedness in certain circumstances (and otherwise providing for the release
of the proceeds of such Indebtedness to the issuer of such Indebtedness (or a successor thereto)).


 


(d)       The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that:


 


(i)       such
designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness
(including any Obligations that are non-recourse) of such Unrestricted Subsidiary and such designation will only be permitted
if such Indebtedness is permitted under ‎Section 4.09 hereof; and


 


(ii)       no
Default or Event of Default would be in existence following such designation.


 


Section 4.19.No
Impairment of the Security Interests. No Issuer nor any of the Guarantors will be permitted to take any action, or knowingly
or negligently omit to take any action, which action or omission would have the result of materially impairing the security interest
with respect to the Collateral for the benefit of the Holders and the Trustee, it being understood that any release of Collateral
as permitted by this Indenture and the Security Documents will not be deemed to impair such security interests.


 


Section 4.20.Further
Assurances. (a) The Issuers and each Subsidiary Guarantor shall execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions that may be required under any applicable law, or that the Collateral
Agent may reasonably request, to ensure that the Liens of the Security Documents on the Collateral remain perfected with the priority
contemplated thereby, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from
time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection
and priority of the Liens created or intended to be created by the Security Documents. Notwithstanding the foregoing, if the Issuers
and the Guarantors are unable to, on or prior to the Issue Date (i) complete all filings and other similar actions required in
connection with the perfection of security interests on Collateral, the Company and the Guarantors shall use their commercially
reasonable efforts to complete such actions as promptly as possible but in any event within 45 days of such date or (ii) enter
into any required control agreements in


 




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respect of
the Collateral, the Company and the Guarantors will enter into such control agreements as promptly as possible but in any event
within 45 days of such date.


 


(b)       Upon
request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will
cause its Restricted Subsidiaries to deliver to the Collateral Agent such reports relating to any such property or any Lien thereon
as the Collateral Agent may reasonably request.


 


Section 4.21.Maintenance
of Properties and Insurance. (a) The Company will cause all material properties used in the conduct of its business or the
business of any of the Subsidiary Guarantors to be maintained and kept in good condition, repair and working order as is necessary
in the reasonable judgment of the Company; provided that nothing in this ‎Section 4.21 prevents the Company
or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any
of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the
Company and its Restricted Subsidiaries taken as a whole and such disposal otherwise complies with this Indenture.


 


(b)       The
Company will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by companies similarly situated and owning like properties, including,
but not limited to, products liability insurance and public liability insurance, with reputable insurers, in such amounts, with
such deductibles and by such methods as are customary for companies similarly situated in the industry in which the Company and
its Restricted Subsidiaries are then conducting business.


 


ARTICLE
5

SUCCESSORS


 


Section 5.01.Merger,
Consolidation or Sale of All or Substantially All Assets. (a) Neither the Company nor CSL Capital may consolidate or merge
with or into or wind up into (whether or not such Person is the surviving corporation), 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
Company or CSL Capital, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation or
merger (if other than the Company or CSL Capital) or the Person to whom such sale, assignment, transfer, lease, conveyance or
other disposition will have been made is a corporation, partnership (including a limited partnership), trust or limited liability
company organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia
or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided,
in the case of the Company, that if such Person is not a corporation, a co-obligor of the Notes (which may be one of the other
Issuers or another corporation) is a corporation organized or existing under such laws;


 




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(ii)       the
Successor Company, if other than the Company or CSL Capital, expressly assumes all the obligations of the Company or CSL Capital,
as applicable, under this Indenture, the Security Documents and the Notes, as applicable pursuant to a supplemental indenture
or other documents or instruments in form reasonably satisfactory to the Trustee;


 


(iii)       immediately
after such transaction, no Default exists;


 


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


 


(A)       the
Successor Company or the Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Consolidated Leverage Ratio test set forth in ‎Section 4.09 hereof or


 


(B)       the
Consolidated Leverage Ratio for the Successor Company or the Company, as applicable, and its Restricted Subsidiaries would be
less than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and


 


(v)       the
Company shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer
is permitted by this Indenture.


 


The Successor
Company will succeed to, and be substituted for, the Company or CSL Capital, as applicable, under this Indenture, the Security
Documents and the Notes, as applicable, and, except in the case of a lease, the Company or CSL Capital, as applicable, will automatically
be released and discharged from its obligations under this Indenture, the Security Documents and the Notes. Notwithstanding clauses
‎(iii) and ‎(iv) of ‎Section 5.01 hereof,


 


(1)       any
Restricted Subsidiary (other than the Issuers) may consolidate with, merge into or wind up into or sell, assign, transfer, lease,
convey or otherwise dispose of all or part of its properties and assets to the Company or any Restricted Subsidiary; and


 


(2)       the
Company or CSL Capital may merge with an Affiliate of the Company solely for the purpose of reorganizing the Company or CSL Capital
in a state or commonwealth of the United States, the District of Columbia or any territory thereof of for the sole purpose of
forming or collapsing a holding company structure in a manner not prohibited by this Indenture.


 


(b)       Subject
to ‎Section 11.06, no Guarantor will, and the Company will not permit any such Guarantor to, consolidate or merge with
or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or


 




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otherwise dispose
of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:


 


(i)       (A)
such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such
Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person
organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of
the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the “Successor Person”);


 


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


 


(C)       immediately
after such transaction, no Default exists; or


 


(ii)       the
disposition complies with ‎Section 4.10 hereof.


 


In the case
of clause ‎Section 5.01(b)(i) above, the Successor Person will succeed to, and be substituted for, such Guarantor under this
Indenture, the Security Documents and such Guarantor’s Guarantee and, except in the case of a lease, such Guarantor will
automatically be released and discharged from its obligations under this Indenture, the Security Documents and such Guarantor’s
Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to
another Guarantor or an Issuer.


 


(c)       Upon
any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of any Issuer
other than the Company or CSL Capital, after which the applicable Issuer is no longer a Restricted Subsidiary, or (ii) all or
substantially all the assets of such Issuer which sale, exchange or transfer is permitted under this Indenture, such Issuer will
be released from its obligations under this Indenture and the Notes.


 


Section 5.02.Successor
Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of the Company or CSL Capital, as applicable, in accordance with ‎Section
5.01 hereof, the successor Person formed by such consolidation or with which the Company or CSL Capital, as applicable, is merged
or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions
of this Indenture referring to the Company or CSL Capital, as applicable, shall refer instead to the Successor Company


 




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or CSL Capital,
as applicable), and may exercise every right and power of the Company or CSL Capital, as applicable, under this Indenture with
the same effect as if such successor Person had been named as the Company or CSL Capital, as applicable, herein; provided
that the predecessor Company or CSL Capital, as applicable, shall not be relieved from its obligation in the case of a lease.


 


ARTICLE
6

DEFAULTS AND REMEDIES


 


Section 6.01.Events
of Default. (a) An “Event of Default” wherever used herein, means any one of the following events with
respect to the Notes:


 


(i)       default
in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on such Notes;


 


(ii)       default
for 30 days or more in the payment when due of interest on or with respect to such Notes;


 


(iii)       failure
by the Company or any Restricted Subsidiary for 90 days after receipt of written notice given by the Trustee or the Holders of
not less than 25% in principal amount of such Notes then outstanding to comply with any of its other obligations, covenants or
agreements (other than a default referred to in clause (1) or (2) of this ‎Section 6.01(a)) contained in this
Indenture, the Security Documents or such Notes;


 


(iv)       default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness
or guarantee now exists or is created after the issuance of the Notes, if both:


 


(A)       such
default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect
to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness
at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due
prior to its stated maturity; and


 


(B)       the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure
to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has
been so accelerated, aggregate $75.0 million or more;


 




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(v)       failure
by the Company or any Significant Subsidiary to pay final judgments (to the extent such judgments are not paid or covered by insurance)
aggregating in excess of $75.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than
60 days after such judgment becomes final, and in the event such judgment is not covered by insurance, an enforcement proceeding
has been commenced by any creditor upon such judgment or decree which is not promptly stayed;


 


(vi)       any
Issuer or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


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


 


(B)       consents
to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under applicable Bankruptcy law;


 


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


 


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


 


(E)       fails
generally to pay its debts as they become due.


 


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


 


(A)       is
for relief against the Company or any Significant Subsidiary in a proceeding in which the Company or any Significant Subsidiary
is to be adjudicated bankrupt or insolvent;


 


(B)       appoints
a receiver, liquidator, assignee, trustee or other similar official of the Company or any Significant Subsidiary or for all or
substantially all of the property of the Company or any Significant Subsidiary; or


 


(C)       orders
the liquidation of any Issuer or any Significant Subsidiary;


 


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


 


(viii)       the
Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void
or any responsible officer of such Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further
liability under its Guarantee or gives notice to such


 




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effect,
in each case other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with
this Indenture; or


 


(ix)       (A)
the Liens created by the Security Documents securing the Notes or Guarantees thereof shall at any time not constitute perfected
Liens on any portion of the Collateral intended to be covered thereby (to the extent perfection is required by this Indenture
or such Security Documents) other than in accordance with the terms of such relevant Security Document and this Indenture and
other than the satisfaction in full of all Obligations under this Indenture or release or amendment of any such Lien in accordance
with the terms of this Indenture or such Security Documents, or (B) except for expiration in accordance with its terms or amendment,
modification, waiver, termination or release in accordance with the terms of this Indenture and such relevant Security Document,
any such Security Document shall for whatever reason be terminated or cease to be in full force and effect, if, in the case, such
default continues for 30 days after notice by the Collateral Agent or the Holders of at least 25% in principal amount of the then
total outstanding Notes and such default occurs with respect to a portion of the Collateral exceeding $50.0 million in fair market
value, or (C) the enforceability thereof shall be contested by an Issuer or any Guarantor.


 


(b)       In
the event of any Event of Default specified in clause ‎(iv) of ‎Section 6.01(a), such Event
of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the
Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within
20 days after such Event of Default arose:


 


(1)       the
Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or


 


(2)       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


 


(3)       the
default that is the basis for such Event of Default has been cured.


 


Section 6.02.Acceleration.
(a) If any Event of Default (other than an Event of Default specified in clause ‎(vi) or ‎(vii) of ‎Section
6.01(a) hereof with respect to an Issuer) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at
least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any
other monetary obligations on all the then outstanding Notes to be due and payable immediately.


 


Upon the
effectiveness of such declaration, such principal and interest with respect to the Notes shall be due and payable immediately.
The Trustee shall have no obligation to accelerate the Notes if it in good faith determines that acceleration is not in the best
interest of the Holders of the Notes.


 




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Notwithstanding
anything to the contrary set forth above, a notice of Default may not be given with respect to any action taken, and reported
publicly or to Holders, more than two years prior to such notice of Default.


 


(b)       Notwithstanding
the foregoing, in the case of an Event of Default arising under clause ‎(vi) or ‎(vii) of ‎Section
6.01(a) hereof with respect to an Issuer, all outstanding Notes shall be due and payable without further action or notice.


 


(c)       Upon
the Notes becoming due and payable upon any Event of Default, whether automatically or by declaration, such Notes will immediately
become due and payable and (i) if prior to February 15, 2022, the Applicable Premium as of the date of such acceleration or (ii)
if on or after February 15, 2022, the applicable redemption price as set forth under paragraph 5 of the Notes as of the date of
such acceleration, plus in each case accrued and unpaid interest thereon shall all be immediately due and payable.


 


EACH OF THE
ISSUERS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW
THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.


 


Each Issuer
expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s
length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding
the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the holders and the
Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuers shall be
estopped hereafter from claiming differently than as agreed to in this paragraph. Each Issuer expressly acknowledges that its
agreement to pay the premium to the holders as herein described is a material inducement to the holders to purchase the Notes.


 


(d)       Any
notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration
or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing
Holder”) must be accompanied by a written representation from each such Holder to each Issuer and the Trustee that such
Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners
that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation,
in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting
Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must,
at the time of providing a Noteholder Direction, covenant to provide the Issuers with such other information as the Issuers may
reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five
Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its
nominee, any Position Representation or Verification Covenant


 




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required hereunder
shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder
Direction, but prior to the acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to
believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation
and provides to the Trustee evidence that the Issuers have filed papers with a court of competent jurisdiction seeking a determination
that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of
Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be
automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If,
following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an
Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with
respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction
of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in
such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by
the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed
never to have occurred.


 


Section 6.03.Other
Remedies. Subject to the duties of the Trustee as provided for in ‎Article 7, if an Event of Default occurs and
is continuing, the Trustee may pursue any available contractual remedy under this Indenture to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


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


 


Section 6.04.Waiver
of Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may
on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture, except a continuing
Default in the payment of interest on, premium, if any, or the principal of, any Note held by a non-consenting Holder; and rescind
any acceleration and its consequences with respect to the Notes (except if such recession would conflict with any judgment of
a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other Default or impair any right consequent thereon.


 


Section 6.05.Control
by Majority.


 




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Holders of
a majority in principal amount of the total outstanding Notes may direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee under this Indenture or of exercising any trust or power conferred on the Trustee
under this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not any such use by a Holder unduly prejudices the rights of any other
Holders) or that would involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it against all loss, liability and expense caused by taking or not taking such action.


 


Section 6.06.Limitation
on Suits. No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:


 


(a)       such
Holder has previously given the Trustee written notice that an Event of Default is continuing with respect to such Notes;


 


(b)       Holders
of at least 25% in principal amount of the total outstanding Notes have requested in writing the Trustee pursue the remedy;


 


(c)       Holders
of Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)       the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and


 


(e)       Holders
of a majority in principal amount at maturity of the total outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or
not any such use prejudices the rights of any other Holders or obtains priority or preference over such other Holders).


 


Section 6.07.Rights
of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of
a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be amended without the consent of such Holder.


 


Section 6.08.Collection
Suit by Trustee. If an Event of Default specified in ‎Section 6.01(a)(i) or (ii) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the


 




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Notes and interest
on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation of the Trustee and the reasonable and documented out-of-pocket expenses,
disbursements and advances of the Trustee, its agents and counsel, in each case as set forth in ‎Section 7.07 hereof.


 


Section 6.09.Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and
the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding has been instituted.


 


Section 6.10.Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in ‎Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 6.11.Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 6.12.Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative
to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled
and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive
and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation and
the reasonable and documented out-of-pocket expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under ‎Section 7.07 hereof. To the extent that the payment of any such


 




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compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under ‎Section
7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by
a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.13.Priorities.
If the Trustee, the Collateral Agent or any Agent, as the case may be, collects any money pursuant to this ‎Article
6 (including upon any realization of any Lien upon Collateral), it shall, subject to the terms of the Security Documents and the
Intercreditor Agreement, pay out the money in the following order:


 


(a)       to
the Trustee, the Agents, their agents and attorneys for amounts due under ‎Section 7.07 hereof, including payment of
all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses
of collection;


 


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


 


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


 


The Trustee
may fix a record date and payment date for any payment to Holders of Notes pursuant to this ‎Section 6.13.


 


Section 6.14.Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in
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 6.14 does not apply to a suit by the Trustee,
a suit by a Holder of a Note pursuant to ‎Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.


 




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ARTICLE
7

TRUSTEE


 


Section 7.01.Duties
of Trustee. (a) If an Event of Default has occurred (and has not been cured), 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
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


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


 


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


 


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


 


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


 


(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 hereof.


 


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


 


(e)       Subject
to this ‎Article 7, whether or not an Event of Default has occurred and is continuing, the Trustee shall be under no
obligation to exercise any of the rights or


 




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powers under
this Indenture at the request or direction of any Holder or Holders of the Notes unless such Holder or Holders have offered to
the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.


 


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


 


Section 7.02.Rights
of Trustee. (a) The Trustee may conclusively rely upon 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, 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 to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.


 


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


 


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


 


(d)       The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture and any Security Document; provided, however, that the Trustee’s
conduct does not constitute willful misconduct or gross negligence.


 


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


 


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


 


(g)       The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible 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


 




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Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


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


 


(i)       The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent
(including in its capacity as the Notes Authorized Representative), and each other agent, attorney, attorney-in-fact, custodian
and other Person employed to act hereunder.


 


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


 


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


 


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 Issuers or any Affiliate of an Issuer with the same rights it would have if it were not Trustee. However, in the
event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject
to ‎Section 7.02(g) and ‎7.11 hereof.


 


Section 7.04.Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers
or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for
the obligations evidenced by the Notes.


 


Section 7.05.Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee as
provided in ‎Section 7.02(g) hereof, the Trustee shall send to Holders of Notes a notice of the Default within 90 days
after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note,
the Trustee may withhold from the Holders notice of any continuing Default if and so long as the board of directors, the executive


 




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committee or
a trust committee of directors or Responsible Officers determines that withholding notice is in the interest of the Holders of
the Notes.


 


Section 7.06.Reports
by Trustee to Holders of the Notes. Within 60 days after each May 15, beginning with May 15, 2020, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies
with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the
12 months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act
Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).


 


A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly
notify the Trustee in writing when the Notes are listed on any stock exchange or any delisting thereof.


 


Section 7.07.Compensation
and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture
and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request
for all reasonable and documented out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable and documented out-of-pocket compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 


The Issuers
and the Guarantors, jointly and severally, shall indemnify, defend and protect the Trustee for, and hold the Trustee harmless
from and against, any and all loss, damage, claims, liability or expense (including reasonable and documented out-of-pocket attorneys’
fees and expenses) incurred by it (as evidenced in an invoice from the Trustee) in connection with the acceptance or administration
of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against
the Issuers or any of the Guarantors (including this ‎Section 7.07) or defending itself against any claim whether asserted
by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of
its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend
the claim and the Trustee shall provide reasonable cooperation at the Issuers’ expense in the defense. The Trustee may have
separate counsel and the Issuers shall pay the fees and expenses of such counsel; provided, however, that the Issuers
shall not be required to pay such fees and expenses if it assumes the Trustee’s defense with counsel reasonably acceptable
to the Trustee and, in the Trustee’s judgment, there is no conflict of interest between the Issuers and the Trustee in connection
with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by
the Trustee


 




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through the
Trustee’s own willful misconduct or gross negligence as determined by a final, non-appealable judgment of a court of competent
jurisdiction.


 


The obligations
of the Issuers under this ‎Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation
or removal of the Trustee.


 


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


 


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


 


The Trustee
shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.


 


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


 


(a)       the
Trustee fails to comply with ‎Section 7.10 hereof;


 


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


 


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


 


(d)       the
Trustee becomes incapable of acting.


 


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


 


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


 




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


 


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


 


Section 7.09.Successor
Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation 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. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee
power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report of condition.


 


This Indenture
shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee
is subject to Trust Indenture Act Section 310(b).


 


Section 7.11.Preferential
Collection of Claims Against Issuers. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust
Indenture Act Section 311(a) to the extent indicated therein.


 




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ARTICLE
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either
‎Section 8.02 or ‎8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth
below in this ‎Article 8.


 


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


 


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


 


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


 


(c)       the
rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and


 


(d)       the
provisions of this ‎Section 8.02.


 


Subject to
compliance with this ‎Article 8, the Issuers may exercise their option under this ‎Section 8.02 notwithstanding the prior
exercise of their option under ‎Section 8.03 hereof.


 


Section 8.03.Covenant
Defeasance. Upon the Issuers’ exercise under ‎Section 8.01 hereof of the option applicable to this ‎Section
8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in ‎Section 8.04
hereof, be released from their obligations under the covenants contained in Sections ‎4.03, ‎4.04,


 




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‎4.05,
‎4.07, ‎4.08, ‎4.09, ‎4.10, ‎4.11, ‎4.12, ‎4.14,
‎4.13 (other than the existence of the Issuers (subject to ‎Section 5.01 hereof)), ‎4.15, ‎4.17,
‎Section 4.18, ‎Section 4.19, ‎Section 4.20 and ‎Section 4.21 hereof, and clause ‎(iv)
of ‎Section 5.01 and ‎5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions
set forth in ‎Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter
be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers or any Guarantor, as applicable,
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under ‎Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and the Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under ‎Section 8.01 hereof
of the option applicable to this ‎Section 8.03 hereof, subject to the satisfaction of the conditions set forth in ‎Section
8.04 hereof, Sections ‎6.01(iii), ‎6.01(iv), ‎6.01(v), ‎6.01(vi) (solely with respect
to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries), ‎6.01(vii) (solely with respect
to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries) and ‎6.01(viii) hereof shall not
constitute Events of Default.


 


Section 8.04.Conditions
to Legal or Covenant Defeasance. The following shall be the conditions to the application of either ‎Section 8.02
or ‎8.03 hereof to the outstanding Notes:


 


In order
to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:


 


(a)       the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such Notes, cash in U.S. dollars,
Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment
of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants,
to pay the principal amount of, premium, if any, and interest due on such Notes on the stated maturity date or on the redemption
date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether
such Notes are being defeased to maturity or to a particular redemption date;


 


(b)       in
the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that, subject to customary assumptions and exclusions,


 


(i)       the
Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or


 




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(ii)       since
the issuance of the Notes, 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, subject to customary assumptions and exclusions,
the beneficial owners of such Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable,
as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal Defeasance had not occurred;


 


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


 


(d)       no
Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit
relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing
on the date of such deposit with respect to such Notes;


 


(e)       such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior
Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor
is a party or by which the Issuers or any Guarantor is bound (other than that resulting from borrowing of funds to be applied
to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of
Liens in connection therewith);


 


(f)       the
Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers
with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and


 


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


 


Section 8.05.Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of ‎Section
8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to ‎Section
8.04 hereof shall be held in trust and applied by the Trustee in accordance with the provisions of the Notes and this Indenture,
to the payment, either


 




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directly or
through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent), the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the
Trustee.


 


The Issuers
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Securities
deposited pursuant to ‎Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Section 8.06.Repayment
to Issuers. Anything in this Article 8 or ‎Article 12 to the contrary notwithstanding, each of the Trustee and
each Paying Agent shall promptly deliver or pay to the Issuers upon request any money or Government Securities held by it in accordance
with this ‎Article 8 or ‎Article 12 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
‎Section 8.04(a) hereof), are in excess of the amount thereof which would then be required to be deposited to effect
an equivalent Legal Defeasance, Covenant Defeasance or discharge in accordance with ‎Article 12 hereof.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium,
if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has
become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the
Trustee or any Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon
cease.


 


Section 8.07.Reinstatement.
If the Trustee or the Paying Agent is unable to apply any United States dollars or Government Securities in accordance with ‎Section
8.02 or ‎Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred pursuant to ‎Section 8.02 or ‎Section
8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with ‎Section
8.02 or ‎Section 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal
of, premium or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the Trustee or the Paying Agent.


 




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ARTICLE
9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.Without
Consent of Holders of Notes. Notwithstanding ‎Section 9.02 hereof, the Issuers, any Guarantor (with respect to
a Guarantee or this Indenture) and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Security Documents
and any Guarantee or the Notes without the consent of any Holder:


 


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


 


(b)       to
provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the issuance of Additional
Notes;


 


(c)       to
comply with ‎Section 5.01 hereof;


 


(d)       to
provide the assumption of any Issuer’s or any Guarantor’s obligations to the Holders;


 


(e)       to
make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect
the legal rights under this Indenture of any such Holder;


 


(f)       to
add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or any Guarantor;


 


(g)       to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act;


 


(h)       to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the
requirements thereof or a successor collateral agent under the Security Documents;


 


(i)       to
provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are
not freely transferable;


 


(j)       to
add a Guarantor under this Indenture or to secure the Obligations hereunder;


 


(k)       to
conform the text of this Indenture, the Security Documents, the Guarantees or the Notes to any provision of the “Description
of the Notes” section of the Offering Memorandum as described in an Officer’s Certificate; or


 


(l)       to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that
(i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act
or any applicable securities law and (ii) such


 




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amendment does
not materially and adversely affect the rights of Holders to transfer Notes;


 


(m)       to
provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial
in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or


 


(n)       to
comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver
amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral
permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement).


 


In addition,
without the consent of Holders of at least 66 2⁄3% in principal amount of Notes then outstanding,
no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral
or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of
the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the
priority of the Liens in the Collateral.


 


Section 9.02.With
Consent of Holders of Notes. Except as provided below in this ‎Section 9.02, the Issuers and the Trustee may amend
or supplement this Indenture, the Security Documents, any Guarantee and the Notes with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for Notes), and, subject to ‎Section 6.04 and ‎Section 6.07 hereof, any existing
Default or Event of Default (other than a continuing Default in the payment of interest on, premium, if any, or the principal
of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Sections ‎2.08 and ‎2.09 hereof shall determine which of the Notes are considered to be
“outstanding” for the purposes of this ‎Section 9.02.


 


The consent
of the Holders of Notes under this ‎Section 9.02 is not necessary under this Indenture to approve the particular form of any
proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.


 


After an
amendment, supplement or waiver under this ‎Section 9.02 becomes effective, the Issuers shall deliver electronically or mail
to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the
Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver.


 




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Without the
consent of each affected Holder of Notes, an amendment or waiver may not, with respect to Notes held by a non-consenting Holder:


 


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


 


(b)       reduce
the principal amount of or change the fixed final maturity of any Note or alter or waive the provisions with respect to the redemption
of Notes (other than provisions relating to ‎Section 3.09, ‎Section 4.10 and ‎Section 4.14 hereof);


 


(c)       reduce
the rate of or change the time for payment of interest on any Note;


 


(d)       waive
a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that
resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents
or any Guarantee which cannot be amended or modified without the consent of all Holders;


 


(e)       make
any Note payable in money other than that stated therein;


 


(f)       make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments
of principal of or premium, if any, or interest on the Notes;


 


(g)       make
any change in these amendment and waiver provisions as it relates to Notes;


 


(h)       impair
the contractual right of any Holder to receive payment of principal of, or interest on such Holder’s Notes 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 Notes (which,
for the avoidance of doubt, shall not prohibit amendments to or waivers from ‎Section 4.14 or ‎Section 4.10
at any time prior to the occurrence of the relevant Change of Control or Asset Sale);


 


(i)       make
any change to or modify the ranking of the Notes that would adversely affect the Holders in any material respect; or


 


(j)       except
as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary in any manner adverse
to the Holders of the Notes.


 


Section 9.03.Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the
same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder
of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives


 




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written notice
of revocation before the earlier of the date the waiver, supplement or amendment becomes effective and the date on which the Trustee
receives an Officer’s Certificate from the Issuers certifying that the requisite principal amount of Notes have consented.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


The Issuers
may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment,
supplement, or waiver or to revoke any consent previously given, 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 unless the consent of the
requisite principal amount of Notes has been obtained.


 


Section 9.04.Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to
make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.05.Trustee
and Collateral Agent to Sign Amendments, etc. The Trustee and/or the Collateral Agent shall sign any amendment, supplement
or waiver authorized pursuant to this ‎Article 9 if the amendment or supplement does not adversely affect the rights,
duties, liabilities or immunities of the Trustee and/or the Collateral Agent, as applicable. If it does, the Trustee and/or the
Collateral Agent may but need not sign it. In executing any amendment, supplement or waiver, the Trustee and/or the Collateral
Agent (subject to ‎Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents
required by ‎Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution
of such amendment, supplement or waiver is authorized or permitted by this Indenture, that all conditions precedent thereto have
been met or waived, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and
any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions.


 


Section 9.06.Compliance
with Trust Indenture Act. From the date on which this Indenture is qualified under the Trust Indenture Act, every amendment,
waiver or supplement to this Indenture or the Notes shall comply with the Trust Indenture Act as then in effect.


 




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ARTICLE
10

COLLATERAL AND SECURITY


 


Section 10.01.Security
Documents.


 


(a)       The
due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Notes
when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to
the terms hereunder or thereunder, are secured as provided in the Security Documents which the Issuers and Guarantors have entered
into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required
by this Indenture. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in
trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents.


 


(b)       Each
Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation,
the provisions providing for possession, use, release and foreclosure of Collateral and the terms of the Intercreditor Agreement)
as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture
and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or
liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder
of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the
Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this
Indenture and the Security Documents, (ii) authorizes the Trustee and the Notes Authorized Representative to appoint the Collateral
Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security
Documents, (iii) authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations
and exercise its rights thereunder in accordance therewith and (iv) authorizes the Trustee and the Notes Authorized Representative
to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral
Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and
enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together
with such powers and discretion as are reasonably incidental thereto.


 


(c)       Each
Holder, by its acceptance thereof, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable,
to enter into the Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement
on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence
of any First-Priority Obligations). The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into
any such future intercreditor agreement at the request of the Issuers,


 




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provided
that the Issuers will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an
Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted
by this Indenture and the Security Documents and that all conditions precedent thereto have been met or waived.


 


Section 10.02.New
Guarantors; After-Acquired Property.


 


(a)       Subject
to this ‎Section 10.02, with respect to any property acquired after the Issue Date by any Issuer or Subsidiary Guarantor
other than Excluded Assets that are not automatically subject to the Lien created by any of the Security Documents, promptly (and
in any event within forty-five (45) days after the acquisition thereof) (i) execute and deliver to the Trustee and the Collateral
Agent such amendments or supplements to the relevant Security Documents or such other documents as may be required to grant to
the Collateral Agent, for its benefit and for the benefit of the Holders, a Lien on such property subject to no Liens other than
Liens permitted hereunder; and (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected
within the United States to the extent required by such Security Document in accordance with all applicable Law, including the
filing of financing statements in applicable jurisdictions within the United States.


 


(b)       With
respect to any Person that is or becomes a Subsidiary Guarantor after the Issue Date, promptly (and in any event within forty-five
(45) days or, in the case of clause ‎(B) below, ninety (90) days) after the date such Person becomes a Guarantor, cause
any such Subsidiary (A) to execute a joinder agreement to the applicable Security Documents (including the Security Agreement),
substantially in the form annexed thereto, (B) to deliver Mortgages of Material Real Property owned by such Subsidiary and otherwise
comply with the requirements set forth in clause ‎(c) below, and (C) to take all other actions to cause the Lien created
by the applicable Security Documents (including the Security Agreement) to be duly perfected within the United States to the extent
required by such agreement in accordance with all applicable Law, including the recording of Mortgages and filing of financing
statements in such jurisdictions within the United States as are required by applicable law. Notwithstanding the foregoing, no
Lien or similar interest shall be required to be granted, directly or indirectly, in any Excluded Assets.


 


(c)       Each
Issuer and Subsidiary Guarantor shall grant to the Collateral Agent, within ninety (90) days of the acquisition thereof, a security
interest in and mortgage in a customary form (a “Mortgage”) on any Material Real Property as additional security
for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder and a
junior lien mortgage is not permitted thereby, and such property is accordingly an Excluded Asset)). Such Mortgages shall be granted
pursuant to customary documentation (it being understood that documentation substantially similar and consistent with that provided
to the lenders under the Senior Credit Facilities shall be deemed customary) and shall constitute enforceable perfected Liens
subject only to Liens permitted hereunder. The Mortgages or instruments related thereto shall be duly recorded or filed in such
manner and in such places as are required by applicable law to establish,


 




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perfect, preserve
and protect the Liens in favor of the Collateral Agent for the benefit of the Holders and the Trustee required to be granted pursuant
to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Issuer or Guarantor
shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents to confirm the validity, perfection
and priority of the Lien of any existing Mortgage or new Mortgage against such after acquired Real Property (including, to the
extent so required, a mortgage title insurance policy, a survey, local counsel opinion and a completed “Life-of-Loan”
Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Person about
special flood hazard area status, if applicable, in respect of such Mortgage); provided that such insurance, survey, opinion
and flood hazard determination shall not be required if not required to be provided to the lenders under the Senior Credit Facilities.


 


(d)       Notwithstanding
the foregoing provisions of this section or anything in this Indenture to the contrary, Liens required to be granted from time
to time pursuant to this ‎Section 10.02(d) shall be subject to exceptions and limitations set forth herein, in the
Security Documents and to such exceptions as are customary in the applicable jurisdiction (as determined by the Company), which
exceptions are also applicable to the comparable security document governing the Senior Credit Facilities.


 


Section 10.03.Notes
Authorized Representative; Collateral Agent.


 


(a)       The
Trustee hereby appoints the Collateral Agent to act on its behalf as the Notes Authorized Representative under this Indenture
and each Security Document, and the Collateral Agent agrees to act as such; provided that, it is understood and agreed
that all communications between the Notes Authorized Representative and the Holders and all instructions or directions by Holders
to the Notes Authorized Representative shall be made or given through the Trustee.


 


(b)       The
Trustee and the Notes Authorized Representative hereby appoint Deutsche Bank Trust Company Americas to act on its behalf as the
Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents and to exercise such
powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security
Documents, and Deutsche Bank Trust Company Americas agrees to act as such. The provisions of this ‎Section 10.03 are
solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders shall have any rights as a third party
beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance
with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies
set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained
elsewhere in this Indenture and the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative
in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and
in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any
trust or fiduciary relationship with the Trustee, any Holder or any Guarantor, and no implied covenants,


 




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functions,
responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise
exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent”
in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


(c)       Subject
to the provisions of the applicable Security Document, each Holder, by acceptance of the Notes, agrees that the Collateral Agent
shall execute and deliver the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments
incidental thereto, and act in accordance with the terms thereof. The Collateral Agent shall hold (directly or through any agent)
and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the holders of Liens on the Collateral
created by the Security Documents for their benefit, subject to the provisions of the Intercreditor Agreement.


 


(d)       The
Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact
such a Default is received by the Collateral Agent at the address specified in ‎Section 13.01, and such notice references
the Notes and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as
may be requested by the Trustee in accordance with ‎Article 6 or the Holders of a majority in aggregate principal amount
of the Notes (subject to this ‎Section 10.03).


 


(e)       If
at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or
any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments
received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral
Agent in excess of the amount required to be paid to the Trustee pursuant to ‎Article 6, the Trustee shall promptly
turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the
Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture and the Intercreditor
Agreement.


 


(f)       The
Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists
or is owned by the Issuers or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral
Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all of the Issuers’ or any Guarantor’s property constituting
Collateral has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability
or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure,
or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral


 




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Agent pursuant
to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any
Holder as to any of the foregoing.


 


(g)       The
Collateral Agent may resign at any time by notice to the Trustee and the Issuers, such resignation to be effective upon the acceptance
of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuers
shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date
of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting
with the Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required
during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented
to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation
(as stated in the notice of resignation) the Collateral Agent (at the Issuers’ expense) shall be entitled to petition a
court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder,
such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term
“Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment,
powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder,
the provisions of this ‎Section 10.03 (and ‎Article 6) shall continue to inure to its benefit and the retiring
Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted
to be taken by it while it was the Collateral Agent under this Indenture. The Collateral Agent shall not be liable or responsible
for the failure of the Issuers or any Guarantors to maintain insurance on the Collateral, nor shall it be responsible for any
loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss
against which it may have insured to the Issuers, the Guarantors, the Trustee, the Collateral Agent or any other Person.


 


(h)       Notwithstanding
anything to the contrary in this Indenture or any Security Document, but subject in any event to the provisions of ‎Article
7, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the
recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created
by this Indenture or the Security Documents (including without limitation the filing or continuation of any UCC financing statements,
mortgages, security agreements, or similar documents or instruments in any U.S. or foreign jurisdiction), nor shall the Collateral
Agent or the Trustee be responsible for, and neither the Collateral Agent nor the Trustee makes any representation regarding,
the validity, effectiveness or priority of any of the Security Documents or the security interests or Liens intended to be created
thereby.


 


(i)       The
provisions of ‎Article 7, mutatis mutandis, shall apply to the Collateral Agent.


 




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Section 10.04.Release
of Liens.


 


(a)       The
Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Obligations,
all without delivery of any instrument or performance of any act by any party, at any time or from time to time as provided by
this ‎Section 10.04. Upon such release, subject to the terms of the Security Documents all rights in the Collateral
securing Obligations shall revert to the Issuers and the Guarantors. The Collateral shall be released from the Lien and security
interest created by the Security Documents to secure the Notes Obligations under one or more of the following circumstances:


 


(i)       upon
release of a Guarantee (with respect to the Liens securing such Guarantee granted by such Guarantor);


 


(ii)       upon
defeasance or discharge of the Notes and this Indenture as provided under ‎Article 8 and ‎Article
11;


 


(iii)       upon
payment in full of principal, interest and all other Obligations (other than contingent Obligations in respect of which no claims
have been made) on the Notes issued under this Indenture;


 


(iv)       in
whole or in part, in accordance with the provisions set forth under ‎Article 9;


 


(v)       in
connection with any sale, transfer or other disposition of any Collateral to any Person other than the Issuers or any Restricted
Subsidiaries (but excluding any transaction subject to ‎Article 5 where the recipient is required to become
the obligor on the Notes or a Guarantee) that does not violate any of the terms of this Indenture (with respect to the Lien on
such Collateral);


 


(vi)       in
whole or in part, in accordance with the provisions of the Intercreditor Agreement; or


 


(vii)       as
to any Collateral that becomes an Excluded Asset.


 


(b)       The
Collateral Agent and, if necessary, the Trustee shall, at the Issuers’ expense, execute, deliver or acknowledge any necessary
or proper instruments of termination, satisfaction or release to evidence and shall do or cause to be done all other acts reasonably
necessary to effect, in each case as soon as is reasonably practicable, the release of any Collateral permitted to be released
pursuant to this Indenture and the Security Documents. Neither the Trustee nor the Collateral Agent shall be liable for any such
release undertaken in good faith and that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture and the Security Documents.


 


(c)       The
release of any Collateral from the terms of this Indenture and the Security Documents will not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the
terms of the Security Documents.


 




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Section 10.05.Authorization
of Actions to be Taken by the Trustee Under the Security Documents.


 


Subject to
the provisions of the Security Documents, the Trustee may direct, on behalf of Holders of the Notes, the Notes Authorized Representative
to take action permitted to be taken by it under the Security Documents.


 


Upon the
occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject
to the provisions of ‎Section 7.01 and ‎Section 7.02, the Trustee may, in its sole discretion and without the consent
of the Holders, direct, on behalf of the Holders, the Notes Authorized Representative to direct the Collateral Agent to, take
all actions it deems necessary or appropriate in order to:


 


(a)       enforce
any of the terms of the Security Documents; and


 


(b)       collect
and receive any and all amounts payable in respect of the Obligations of the Issuers hereunder.


 


Subject to
the provisions of the Security Agreement and the other Security Documents, the Trustee and the Collateral Agent will have power
to institute and maintain such suits and proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment
of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits
and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests
of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of
or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid
if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial
to the interests of the Holders or of the Trustee or the Collateral Agent). Nothing in this ‎Section 10.05 shall be considered
to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agent.


 


Section 10.06.Authorization
of Receipt of Funds by the Notes Authorized Representative Under the Security Documents.


 


Subject to
the provisions of the Security Agreement, the Notes Authorized Representative is authorized to receive any funds for the benefit
of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Trustee for further
distribution to the Holders according to the provisions of this Indenture.


 


Section 10.07.Termination
of Security Interest.


 


Upon the
full and final payment and performance of all Obligations of the Issuers under this Indenture and the Notes or upon Legal Defeasance,
Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with ‎Article 8 and Article 12


 




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hereof, the
Trustee (or the Notes Authorized Representative on its behalf) will, at the request of the Issuers, deliver a certificate to the
Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral Agent to, as applicable, either
(a) release the Liens securing the Obligations pursuant to this Indenture and the Security Documents or (b) cease to be a party
to the Security Documents on behalf of the Trustee and the Holders.


 


Section 10.08.Purchaser
Protected.


 


In no event
shall any purchaser or other transferee in good faith of any property or assets purported to be released hereunder be bound to
ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of
any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration
given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or assets be under any
obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make any such sale or other
transfer.


 


Section 10.09.Powers
Exercisable by Receiver or Trustee.


 


In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this ‎ARTICLE
10 upon the Issuers or a Guarantor with respect to the release, sale or other disposition of such property or assets may be exercised
by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Issuers or a Guarantor or of any officer or officers thereof required by the provisions of this ‎ARTICLE
10; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may
be exercised by the Trustee. ‎Article 10


 


ARTICLE
11

GUARANTEES


 


Section 11.01.Guarantee.
Subject to this ‎ARTICLE 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder: (a) the
performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the
Issuers under this Indenture and the Notes, whether for payment of principal of or interest on the Notes, expenses, indemnification
or otherwise, on the terms set forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 




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The Guarantors
hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes
and this Indenture.


 


If any Holder
or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each Guarantor
also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented
out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this ‎Section
11.01.


 


Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in ‎ARTICLE 6 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in ‎Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this
Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations
under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in
accordance with GAAP.


 


Each Guarantee
shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for
liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should
a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee
on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or


 




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returned, the
Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


In case any
provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Each payment
to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of
any kind or nature.


 


Section 11.02.Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect
of the obligations of such other Guarantor under this ‎Article 11, result in the obligations of such Guarantor under
its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.


 


Section 11.03.Execution
and Delivery. To evidence its Guarantee set forth in ‎Section 11.01 hereof, each Guarantor hereby agrees that this
Indenture (or a supplement thereto) shall be executed on behalf of such Guarantor by an Officer of such Guarantor.


 


Each Guarantor
hereby agrees that its Guarantee set forth in ‎Section 11.01 hereof shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Guarantee on the Notes.


 


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


 


The delivery
of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of the Guarantors.


 


If required
by ‎Section 4.15 hereof, the Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions
of ‎Section 4.15 hereof and this ‎Article 11, to the extent applicable by executing a Supplemental Indenture in the form
of Exhibit D).


 


Section 11.04.Subrogation.
Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any
Guarantor pursuant to the provisions of ‎Section 11.01 hereof; provided that, no Guarantor shall be


 




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entitled to
enforce or receive any payments arising out of, or based upon, such right of subrogation until all obligations of the Issuers
under this Indenture and the Notes shall have been paid in full.


 


Section 11.05.Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation
of such benefits.


 


Section 11.06.Release
of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further
action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee upon:


 


(a)       (i)
any direct or indirect sale, exchange or other transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such
Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary,
or (ii) all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in a manner not in violation
of the applicable provisions of this Indenture;


 


(ii)       the
release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the
creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or a discharge or
release in connection with the termination of the Senior Credit Facilities;


 


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


 


(iv)       the
Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with ‎Article 8
hereof or the Issuers’ obligations under this Indenture being discharged in accordance with ‎Article 12;
and


 


(b)       the
Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for in this Indenture relating to such transaction have been complied with; or


 


(c)       the
consent of Holders of a majority in aggregate principal amount of the outstanding Notes.


 


The Parent
Guarantee may be released at any time upon request of Parent (it being understood that if the Parent Guarantee is released, the
Issuers will not be permitted to rely on Parent’s reports to comply with the covenant described in Section 4.03).


 


Upon delivery
by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the foregoing
conditions has occurred, the


 




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Trustee shall
evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent
of any Holder.


 


Section 11.07.Obligation
to Seek Regulatory Approval for Additional Guarantees. With respect to any Subsidiaries of the Company that do not Guarantee
the Notes on the Issue Date due to regulatory approval being required for such Subsidiaries to incur or guarantee debt, within
60 days following the Issue Date, the Company will (or will cause its applicable Subsidiaries to) file to obtain regulatory approval
for such Subsidiaries to Guarantee the Notes (and all other Indebtedness of the Company, including the Senior Credit Facilities,
the Existing Secured Notes and the Unsecured Notes) and to pledge their respective assets (other than Excluded Assets) as Collateral
and the Company will (or will cause its applicable Subsidiaries to) use commercially reasonable efforts to obtain such approval.
If the Company or its applicable Subsidiaries obtain such approval (without any conditions that the Company determines in good
faith constitute an undue burden on it), then, within 30 days thereafter, the Company will cause each such Subsidiary for which
such regulatory approval was obtained to Guarantee the Notes and to pledge such assets (other than Excluded Assets) as Collateral
as required under this Indenture. For the avoidance of doubt, there will be no Default or Event of Default if the Company or any
applicable Subsidiary files for and uses commercially reasonable efforts to obtain regulatory approval to Guarantee the Notes
but is unable to obtain such approval at all or without such conditions.


 


ARTICLE
12

SATISFACTION AND DISCHARGE


 


Section 12.01.Satisfaction
and Discharge. This Indenture shall be discharged and shall cease to be of further effect and the Liens, if any, on the Collateral
securing the Notes, shall be released, when either:


 


(a)       all
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, have been delivered to the Trustee for cancellation; or


 


(b) (i) all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice
of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuers, and an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the Holders of the Notes cash in U.S. dollars, Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire indebtedness
of Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the
date of maturity or redemption;


 




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(ii)       the
Issuers have paid or caused to be paid all sums payable by them under this Indenture; and


 


(iii)       the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at maturity
or the redemption date, as the case may be.


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A)
of clause (2) of this ‎Section 12.01, the provisions of ‎Section 12.02 and ‎Section 8.06 hereof shall survive.


 


Section 12.02.Application
of Trust Money.


 


Subject to
the provisions of ‎Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with
the Trustee pursuant to ‎Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions
of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer or Guarantor
acting as the Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any)
and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


 


If the Trustee
or Paying Agent is unable to apply any money or Government Securities in accordance with ‎Section 12.01 hereof 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, any Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to ‎Section 12.01 hereof until such time as the Trustee
or any Paying Agent is permitted to apply all such money or Government Securities in accordance with ‎Section 12.01 hereof;
provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying Agent.


 


The Issuers
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Securities
deposited pursuant to ‎Section 12.01 hereof or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 




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ARTICLE
13

MISCELLANEOUS


 


Section 13.01.Notices.
Any notice or communication by the Issuers, any Guarantor, the Trustee, the Collateral Agent or any Paying Agent to the others
is duly given if in writing and delivered in person or via facsimile, sent by electronic mail in pdf format or mailed by first-class
mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’
address:


 


If to the
Issuers and/or any Guarantor:


 


c/o Uniti Group LP

10802 Executive Center Drive,

Benton Building Suite 300,

Little Rock, AR 72211

Attention: General Counsel

Fax No.: (501) 537-0769


 


If to the
Trustee or the Collateral Agent:


 


Deutsche Bank Trust Company
Americas

Trust and Agency Services

60 Wall Street, 24th Floor

MS: NYC60-2405

New York, New York 10005

Facsimile No.: (732) 578-4635

Attention: Corporates Team Deal Manager – Financial & Risk US Holdings, Inc. Deal ID SF1450


 


With a copy
to:


 


Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, Texas 77002

Attention: E. James Cowen

Fax No.: (713) 226-6249


 


Any Issuer,
any Guarantor, the Trustee, the Collateral Agent or any Paying Agent, by notice to the others, may designate additional or different
addresses for subsequent notices or communications.


 


All notices
and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail;
when receipt acknowledged, if faxed or if delivered electronically, in pdf format; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery; and, subject to compliance with the


 




     139


     


    

Trust Indenture
Act, on the first date of which publication is made, if given by publication; provided that any notice or communication
delivered to the Trustee shall be deemed effective upon actual receipt thereof.


 


Any notice
or communication to a Holder shall be mailed by first-class mail (or in the case of Notes in global form, on the date the notice
is sent pursuant to the applicable procedures of the Depositary) or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described
in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. 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 within the time prescribed, it is duly given, whether or not the addressee
receives it.


 


If the Issuers
mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.


 


Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including
any notice of redemption or purchase) to a Holder of Note in global form (whether by mail or otherwise), such notice shall be
sufficiently given if given to the Depositary pursuant to applicable procedures of the Depositary, including by electronic mail.


 


Section 13.02.Communication
by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone
else shall have the protection of Trust Indenture Act Section 312(c).


 


Section 13.03.Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee
to take any action under this Indenture (except in connection with the original issuance of the Notes), the Issuers or such Guarantor,
as the case may be, shall furnish to the Trustee (except as set forth in ‎Section 9.05 hereof):


 


(a)       an
Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in ‎Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been satisfied; and


 


(b)       an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth
in ‎Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been satisfied.


 


Section 13.04.Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this


 




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Indenture
(other than a certificate provided pursuant to ‎Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall
comply with the provisions of Trust Indenture Act Section 314(e) and shall include:


 


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


 


(b)       a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)       a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with (which examination or
investigation, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters
of fact); and


 


(d)       a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; 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 13.05.Rules
by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 13.06.No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, partner,
member, manager or stockholder of the Issuers or any Subsidiary of an Issuer shall have any liability for any obligations of the
Issuers or the Guarantors under the Notes, the Guarantees, this Indenture or the Security Documents or for any claim based on,
in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 13.07.Governing
Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.


 


Section 13.08.Waiver
of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.09.Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out


 




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of or caused
by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


Section 13.10.No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


Section 13.11.Successors.
All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee or any
Agent in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors,
except as otherwise provided in ‎Section 11.05 hereof.


 


Section 13.12.Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 13.13.Counterpart
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture and signature pages for all purposes.


 


Section 13.14.Table
of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


 


Section 13.15.U.S.A.
Patriot Act. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism
and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the
USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each
person establishing a relationship or opening an account. The parties to this Indenture agree that it will provide to the Trustee
such information as they may request, from time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT
Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify
the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents
such as articles of incorporation or other identifying documents to be provided.


 


[Signature
on following page]


 




     142


     


    

	UNITI
    GROUP LP 
	By:
                    UNITI GROUP INC., as its general partner

	 
	 
	By:	/s/
    Daniel Heard
	 	Name:Daniel Heard
	 	Title:

                                                                          Executive
                                         Vice President - General Counsel and Secretary




 


 


	CSL
    CAPITAL, LLC
	 
	By:	/s/
    Daniel Heard
	 	Name:Daniel Heard
	 	Title:

                                                                          Executive
                                         Vice President - General Counsel and Secretary




  


 


	UNITI
    GROUP FINANCE 2019 INC.
	 
	By:	/s/
    Daniel Heard
	 	Name:Daniel Heard
	 	Title:

                                                Executive Vice President - General Counsel and Secretary




  


 


	UNITI
    FIBER HOLDINGS INC.
	 
	By:	/s/
    Daniel Heard
	 	Name:Daniel Heard
	 	Title:

                                                                          Executive
                                         Vice President - General Counsel and Secretary




 








 


 


[Signature
Page to Indenture] 




     


     


    

	GUARANTORS

         

        UNITI
GROUP INC. 

        CONTACT
        NETWORK, LLC

        

        CSL
Alabama System, LLC 

        CSL
        Arkansas System, LLC

        

        CSL
Florida System, LLC 

        CSL
        Iowa System, LLC

        

        CSL
Mississippi System, LLC 

        CSL
        Missouri System, LLC

        

        CSL
NATIONAL GP, LLC 

        CSL
        New Mexico System, LLC

        

        CSL
North Carolina Realty GP, LLC 

        CSL
        Ohio System, LLC

        

        CSL
Oklahoma System, LLC 

        CSL
        Realty, LLC

        

        CSL
Tennessee Realty Partner, LLC 

        CSL
        Tennessee Realty, LLC

        

        CSL
Texas System, LLC 

        HUNT
        TELECOMMUNICATIONS, LLC

        

        INFORMATION
TRANSPORT SOLUTIONS, INC. 

        NEXUS
        SYSTEMS, INC.

        

        PEG BANDWIDTH DC, LLC

        PEG BANDWIDTH DE, LLC

        PEG BANDWIDTH LA, LLC

        PEG BANDWIDTH MA, LLC

        PEG BANDWIDTH MS, LLC

        PEG BANDWIDTH TX, LLC

        PEG BANDWIDTH VA, LLC

        

        UNITI
COMPLETED TOWERS LLC 

        UNITI
        DARK FIBER LLC

        

        UNITI
FIBER LLC 

        UNITI
        GROUP FINANCE INC.

        

        UNITI
LEASING LLC 

        UNITI
        LEASING MW LLC

        

        UNITI
LEASING X LLC 

        UNITI
        LEASING XI LLC

        

        UNITI
TOWERS LLC 

        UNITI
        TOWERS NMS HOLDINGS LLC

        

	 
	 
	By:	/s/ Daniel Heard
	 	Name:Daniel Heard
	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 


[Signature
Page to Indenture]


 




     


     


    

	

    CSL NATIONAL, LP, as
    a Guarantor
	 
	 	By:  CSL
    NATIONAL GP, LLC, as its general partner
	 	 
	 	 
	 	 	By:	/s/
    Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 


	CSL
    North CAROLINA REALTY, LP, as a Guarantor
	 
	 	By:  CSL
    NORTH CAROLINA REALTY GP, LLC, as its general partner
	 	 
	 	 
	 	 	By:	/s/
    Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 


	CSL
    NORTH CAROLINA SYSTEM, LP, as a Guarantor
	 
	 	By:  CSL
    NORTH CAROLINA REALTY GP, LLC, as its general partner
	 	 
	 	 
	 	 	By:	/s/
    Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 


	Uniti
    Holdings LP, as a Guarantor
	 
	 	By:  UNITI
    HOLDINGS GP LLC, as its general partner
	 	 
	 	 
	 	 	By:	/s/
    Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 


	UNITI
    LATAM  LP, as a Guarantor
	 
	 	By:  UNITI
    LATAM GP LLC, as its general partner
	 	 
	 	 
	 	 	By:	/s/
    Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                          Executive Vice President - General Counsel and Secretary




   


 




     


     


    

	UNITI QRS Holdings LP, as
    a Guarantor
	 
	 	By:  UNITI QRS Holdings GP LLC, as its general
    partner
	 	 
	 	 
	 	 	By:	/s/ Daniel Heard
	 	 	 	Name:Daniel Heard
	 	 	 	Title:

                                                                     Executive Vice President - General Counsel and Secretary




 


    


 




     


     


    

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee and as Collateral Agent
	 
	 
	By:	/s/ Bridgette Casasnovas
	 	Name:Bridgette Casasnovas
	 	Title:Vice President



   


 


	By:	/s/ Robert S. Peschler
	 	Name:Robert S. Peschler
	 	Title:Vice President



 


 


 


 


[Signature Page to Indenture]



     


     


    







EXHIBIT
A


 


[FACE
OF NOTE]


 


[Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture]


 


[Insert the
Private Placement Legend, if applicable pursuant to the provisions of the Indenture]


 


[Insert the
Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]


 




    A-1


     


    









 


CUSIP [ ]

ISIN [ ]


 


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

representing up to

$ ]

7.875% Senior Secured Notes due 2025


 


No.


 


[$ ]


 


Uniti
Group LP, Uniti Fiber Holdings Inc., 


Uniti
Group Finance 2019 Inc., and CSL Capital, LLC


 


jointly and severally promise
to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the
Global Note attached hereto] [of United States Dollars] on February 15, 2025.


 


Interest Payment Dates: February
15 and August 15


 


Record Dates: February 1 and
August 1


 






    A-2


     


    

 


IN WITNESS
HEREOF, each of the Issuers have caused this instrument to be duly executed.


 


	UNITI GROUP LP 
	By:
UNITI GROUP INC., as its general partner

	 
	 
	 	Name:
	 	Title:




 


 

	UNITI FIBER HOLDINGS INC.
	 
	 
	By:	 
	 	Name:
	 	Title:




 


 

	UNITI GROUP FINANCE 2019 INC
	 
	 
	By:	 
	 	Name:
	 	Title:




 


 

	CSL CAPITAL, LLC
	 
	 
	By:	 
	 	Name:
	 	Title:



   


 




    A-3


     


    

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


 


Dated: February
10, 2020


 


	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 
	 
	By:	 
	 	Authorized Signatory



   


 




    A-4


     


    

[Back of
Note]



7.875% Senior Secured Notes due 2025


 


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


 


(1)       Uniti
Group LP, a Delaware limited partnership, Uniti Fiber Holdings Inc., a Delaware corporation, Uniti Group Finance 2019 Inc., a
Delaware corporation, and CSL Capital, LLC, a Delaware limited liability company, jointly and severally promise to pay interest
on the principal amount of this Note at 7.875% per annum from February 10, 2020 until maturity. The Issuers will pay interest
semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). The first Interest Payment Date shall be August 15, 2020.
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any, from
time to time on demand at the interest rate on the Notes. At maturity, the Issuers will pay accrued and unpaid interest from the
most recent date to which interest has been paid or provided for. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


(2)       METHOD
OF PAYMENT. The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in ‎Section
2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders
of which hold at least $5,000,000 aggregate principal amount of the Notes and shall have provided wire transfer instructions to
the Issuers or the Paying Agent for an account in the continental U.S. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts.


 


(3)       PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar. The Issuers may change
the Paying Agents or the Registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a Paying
Agent or Registrar.


 


(4)       INDENTURE.
The Issuers issued the Notes under an Indenture, dated as of February 10, 2020 (the “Indenture”), among Uniti
Group LP, Uniti Fiber Holdings


 




    A-5


     


    

Inc., Uniti
Group Finance 2019 Inc., CSL Capital, LLC, the Guarantors named therein and the Trustee. This Note is one of a duly authorized
issue of notes of the Issuers designated as its 7.875% Senior Secured Notes due 2025. The Issuers shall be entitled to issue Additional
Notes pursuant to ‎Section 2.01 of the Indenture. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To
the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.


 


(5)       OPTIONAL
REDEMPTION.


 


(a)       Except
as described below under clauses 5(b), 5(c), 5(d) and 5(f) hereof, the Issuers will not be entitled to redeem the Notes at their
option prior to February 15, 2022.


 


(b)       At
any time prior to February 15, 2022 the Issuers may redeem all or a part of the Notes upon notice as described in ‎Section
3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium
as of the redemption date, and, without duplication, accrued and unpaid interest, if any, to, but excluding, the redemption date,
subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.


 


(c)       Until
February 15, 2022, the Issuers may, at their option, upon notice as described in ‎Section 3.03 of the Indenture, on one or
more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by them at a redemption price equal to 107.875%
of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable
redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate
principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such
redemption (for the avoidance of doubt, after giving effect to any prior or contemporaneous redemption or other cancellation of
the Notes); provided further that each such redemption occurs within 120 days of the date of closing of each such Equity
Offering. Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any such redemption
or notice may, at the Issuers’ discretion, be subject to completion of the related Equity Offering.


 


(d)       Until
February 15, 2022, the Issuers may, at their option, upon notice as described in Section 3.03, on one or more occasions, redeem
up to 40% of the aggregate principal amount of Notes issued by them (including any Additional Notes) at a redemption price equal
to 107.875% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the
applicable redemption date, if the Covenant Reversion Date has


 




    A-6


     


    

occurred;
provided that at least 60% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding
immediately after the occurrence of each such redemption (for the avoidance of doubt, after giving effect to any prior or contemporaneous
redemption or other cancellation of the Notes); provided further that notice of each such redemption must be given within
120 days after the date of such Covenant Reversion Date. For the avoidance of doubt, so long as the Covenant Reversion Date has
occurred prior to February 15, 2022, the Issuers shall have the right to deliver notice of the redemption described in this paragraph
at any time within 120 days after the date of such Covenant Reversion Date, including after February 15, 2022.


 


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


 


	Year
	Percentage

	2022	103.938%
	2023	101.969%
	2024 and thereafter	100.000%


 


(f)       In
the event Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control
Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchase
all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 30 nor
more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer,
to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control
Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain
outstanding, to, but excluding, the date of purchase.


 


(g)       Any
redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of ‎Section 3.01 through ‎3.06 of the
Indenture.


 


(6)       MANDATORY
REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)       NOTICE
OF REDEMPTION. Subject to ‎Section 3.03 of the Indenture, notice of redemption will be transmitted at least 30 days but not
more than 60 days before the redemption date (except that redemption notices may be transmitted more than 60 days prior to a redemption
date if the notice is issued in connection with ‎Article 8 or


 




    A-7


     


    

‎Article
12 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.
On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption subject to satisfaction
of any conditions specified therein.


 


(8)       OFFERS
TO REPURCHASE.


 


(a)       Upon
the occurrence of a Change of Control Repurchase Event, the Issuers shall make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s
Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in
accordance with ‎Section 4.14 of the Indenture.


 


(b)       If
the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within fifteen (15) Business Days of each date that
Excess Proceeds exceed $75.0 million, the Issuers shall commence an offer to all Holders of the Notes and, if required by the
terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the
holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount
of Notes (including any Additional Notes) and such other Pari Passu Indebtedness 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 plus accrued and unpaid interest
thereon, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted
by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for
general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate amount of Notes and the Pari
Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed
on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which
the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the amount
(determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (c) by lot or such similar method
in accordance with the procedures of The Depository Trust Company; provided that no notes of $2,000 or less shall be repurchased
in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


(9)       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of


 




    A-8


     


    

$1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of the Notes.
Holders shall pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers are not required to issue, transfer or
exchange any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.


 


(10)       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


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


 


(12)       DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in ‎Section 6.01 of the Indenture. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare
the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately, subject to each limitation set forth in the Indenture. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately
without further action or notice. Upon the Notes becoming due and payable upon any Event of Default, whether automatically or
by declaration, such Notes will immediately become due and payable and (i) if prior to February 15, 2022, the Applicable Premium
as of the date of such acceleration or (ii) if on or after February 15, 2022, the applicable redemption price as set forth under
paragraph 5 of the Notes as of the date of such acceleration, plus in each case accrued and unpaid interest thereon, shall all
be immediately due and payable. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default
(except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a
continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting
Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the
Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement
specifying such Default and what action the Issuers propose to take with respect thereto.


 




    A-9


     


    

(13)       AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual signature of the Trustee.


 


(14)       COLLATERAL.
The Notes are secured by a security interest in the Collateral, subject to the terms of the Security Documents, the Intercreditor
Agreement and any other applicable intercreditor agreement, subject to release or termination as provided in the Indenture and
the Security Documents.


 


(15)       GOVERNING
LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.


 


(16)       CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers
have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


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


 


c/o Uniti Group LP

10802 Executive Center Drive,

Benton Building Suite 300,

Little Rock, AR 72211

Attention: General Counsel


 


  


 




    A-10


     


    

ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)
	 	 
	 
	(Insert assignee’s soc. sec.
    or tax I.D. no.)
	 
	 
	 
	 
	 
	(Print or type assignee’s
    name, address and zip code)
	 
	 
	and irrevocably appoint to transfer this Note on the
    books of the Issuers. The agent may substitute another to act for him.
	 	 
	Date:	 
	 	 
	Your Signature:	 
	(Sign exactly as your name appears
    on the face of this Note)
	 	 
	Signature Guarantee*:	 
	 	 
	*Participant in a recognized Signature Guarantee Medallion
    Program (or other signature guarantor acceptable to the Trustee).


  


 




    A-11


     


    

OPTION OF
HOLDER TO ELECT PURCHASE


 


	If you want to elect to have this Note purchased by the Issuers pursuant to
    ‎Section 4.10 or ‎4.14 of the Indenture, check the appropriate box below:
	☐      	Section 4.10	☐      	Section 4.14
	 
	If
        you want to elect to have only part of this Note purchased by the Issuers pursuant to ‎Section 4.10 or ‎Section
        4.14 of the Indenture, state the amount you elect to have purchased:

         

	$ ________________
	 
	Date:	 
	 	 
	Your Signature:	 
	(Sign exactly as your name appears
    on the face of this Note)
	 	 
	Tax Identification No.:	 
	 	 
	Signature Guarantee*:	 
	 	 
	*Participant in a recognized Signature Guarantee Medallion
    Program (or other signature guarantor acceptable to the Trustee).


  


 




    A-12


     


    

SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


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


 


	Date
of Exchange
	Amount
of decrease in Principal Amount
	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 Note Custodian

	 	 	 	 	 	 


 


 


 


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


 




    A-13


     


    

EXHIBIT B


 


FORM OF CERTIFICATE
OF TRANSFER


 


Uniti Group LP

10802 Executive Center Drive,

Benton Building Suite 300,

Little Rock, AR 72211

Attention: General Counsel


 


Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

Attention: Reorg. Department

5022 Gate Parkway, Suite 200

MS: JCK01-0218

Jacksonville, FL 32256

DB.Reorg@db.com

Fax: 615-866-3889

Telephone Assistance (877) 843-9767


 


Re: 7.875% Senior Secured Notes
due 2025


 


Reference is hereby made to the
Indenture dated as of February 10, 2020 (the “Indenture”), among Uniti Group LP, Uniti Fiber Holdings Inc.,
Uniti Group Finance 2019 Inc., CSL Capital, LLC the Guarantors named therein and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


(the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified
in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL
THAT APPLY]


 


1. ☐
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further
certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes
is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with all applicable securities laws of the states of the United States and other jurisdictions.


 




    B-1


     


    

2. ☐
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Indenture and the Securities Act.


 


3. ☐
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


		a)	☐
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities
Act;



 


or


 


		b)	☐
such Transfer is being effected to the Company or a subsidiary thereof;



 


or


 


		c)	☐
such Transfer is being effected pursuant to an effective registration statement under the
Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.



 


4. ☐
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.


 




    B-2


     


    

		a)	☐
CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



 


		b)	☐
CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities
Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.



 


		c)	☐
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Indenture.



 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Issuers.


 




    B-3


     


    

	[Insert Name of Transferor]
	 
	 
	By:	/s/
	 	Name:
	 	Title:



Dated:


 




    B-4


     


    

ANNEX A TO
CERTIFICATE OF TRANSFER


 


5. The Transferor owns and proposes
to transfer the following:


 


[CHECK ONE
OF (a) OR (b)]


 


a)
☐ a beneficial interest in the:


 


(i)
☐ 144A Global Note (CUSIP/ISIN: ), or


 


(ii)
 ☐ Regulation S Global Note (CUSIP/ISIN: ), or


 


b)
☐ a Restricted Definitive Note.


 


6. After the Transfer the Transferee
will hold:


 


[CHECK ONE]


 


a)
☐ a beneficial interest in the:


 


(i)
☐ 144A Global Note (CUSIP/ISIN: ), or


 


(ii)
☐ Regulation S Global Note (CUSIP/ISIN: ), or


 


(iii)
☐ Unrestricted Global Note (CUSIP/ISIN: ); or


 


b)
☐ a Restricted Definitive Note; or


 


c)
☐ an Unrestricted Definitive Note, in accordance with the
terms of the Indenture


 




    B-5


     


    

EXHIBIT C


 


FORM OF CERTIFICATE
OF EXCHANGE


 


Uniti Group LP

10802 Executive Center Drive,

Benton Building Suite 300,

Little Rock, AR 72211

Attention: General Counsel


 


Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

Attention: Reorg. Department

5022 Gate Parkway, Suite 200

MS: JCK01-0218

Jacksonville, FL 32256

DB.Reorg@db.com

Fax: 615-866-3889

Telephone Assistance (877) 843-9767


 


Re: 7.875% Senior Secured Notes
due 2025


 


Reference is hereby made to the
Indenture dated as of February 10, 2020, among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., CSL Capital,
LLC, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.


 


(the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s]
or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1) EXCHANGE OF RESTRICTED DEFINITIVE
NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED
GLOBAL NOTE


 


		a)	☐
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and
in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions
on transfer contained in the Indenture and the Private Placement



 




    C-1


     


    

Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


		b)	☐
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global
Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.



 


		c)	☐
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.



 


		d)	☐
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE
SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note
of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.



 




    C-2


     


    

2) EXCHANGE OF RESTRICTED DEFINITIVE
NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES


 


a)
☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive
Note and in the Indenture and the Securities Act.


 


b)
☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted
Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note  ̈ Regulation S Global Note of the same
series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Issuers.


 




    C-3


     


    

	[Insert Name of Transferor]
	 
	 
	By:	/s/
	 	Name:
	 	Title:



Dated:


 




    C-4


     


    

EXHIBIT D


 


[FORM OF
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


Supplemental Indenture (this
“Supplemental Indenture”), dated as of [●], among [·]
(the “Guaranteeing Subsidiary”), an affiliate of Uniti Group LP, a Delaware limited partnership (“Uniti,”
or the “Company”), Uniti Fiber Holdings Inc., a Delaware corporation (“Uniti Fiber”), Uniti
Group Finance 2019 Inc., a Delaware corporation (“Uniti Group Finance”) and CSL Capital, LLC, a Delaware limited
liability company (“CSL Capital” and, together with Uniti, Uniti Fiber and Uniti Group Finance, the “Issuers”),
Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and as collateral agent (the “Trustee”).


 


W I T N E
S S E T H


 


WHEREAS, the Issuers and the
Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated as of February 10, 2020, providing for the issuance of an unlimited aggregate principal
amount of Senior Secured Notes due 2025 (the “Notes”);


 


WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);
and


 


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


 


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


 


Section 1. Capitalized terms
used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2. Each Undersigned,
by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of
the Indenture applicable to Guarantors, including, but not limited to, ‎Article 12 thereof.


 


Section 3. This Supplemental
Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 4. This Supplemental
Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies
of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall


 




    D-1


     


    

constitute effective execution
and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture
and signature pages for all purposes.


 


Section 5. This Supplemental
Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read
together.


 


Section 6. Except as otherwise
expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the
Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject
to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto.


 




    D-2


     


    

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


 


	[GUARANTEEING SUBSIDIARY]
	 
	 
	By:	 
	 	Name:
	 	Title:




 


 

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee
	 
	 
	By:	 
	 	Name:
	 	Title:



  


 




    D-3