EX-4.7





 Exhibit 4.7 
  

 
  

VERTIV INTERMEDIATE HOLDING CORPORATION, 

as the Issuer of 
 $500,000,000

 12.00%/13.00% SENIOR PIK TOGGLE NOTES DUE 2022 
  

 
 INDENTURE 

Dated as of February 9, 2017 
  

 
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 
  

 












 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	ARTICLE 1	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
			
	 Section 1.01
	  	Definitions	  	 	1	 
	 Section 1.02
	  	Other Definitions	  	 	33	 
	 Section 1.03
	  	Rules of Construction	  	 	34	 
	
	ARTICLE 2	 
	THE NOTES	 
			
	 Section 2.01
	  	Form and Dating	  	 	35	 
	 Section 2.02
	  	Execution and Authentication	  	 	36	 
	 Section 2.03
	  	Registrar and Paying Agent	  	 	36	 
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	 	37	 
	 Section 2.05
	  	Holder Lists	  	 	37	 
	 Section 2.06
	  	Transfer and Exchange	  	 	37	 
	 Section 2.07
	  	Replacement Notes	  	 	44	 
	 Section 2.08
	  	Outstanding Notes	  	 	45	 
	 Section 2.09
	  	Treasury Notes	  	 	46	 
	 Section 2.10
	  	Temporary Notes	  	 	46	 
	 Section 2.11
	  	Cancellation	  	 	46	 
	 Section 2.12
	  	Defaulted Cash Interest	  	 	46	 
	 Section 2.13
	  	CUSIP Numbers	  	 	47	 
	
	ARTICLE 3	 
	REDEMPTION AND PREPAYMENT	 
			
	 Section 3.01
	  	Notices to Trustee	  	 	47	 
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	 	47	 
	 Section 3.03
	  	Notice of Redemption	  	 	47	 
	 Section 3.04
	  	Effect of Notice of Redemption	  	 	48	 
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	 	48	 
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	 	49	 
	 Section 3.07
	  	Optional Redemption	  	 	49	 
	 Section 3.08
	  	Mandatory Redemption	  	 	50	 
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds	  	 	50	 
	
	ARTICLE 4	 
	COVENANTS	 
			
	 Section 4.01
	  	Payment of Notes	  	 	52	 
	 Section 4.02
	  	Maintenance of Office or Agency	  	 	52	 
	 Section 4.03
	  	Reports	  	 	53	 
	 Section 4.04
	  	Compliance Certificate	  	 	55	 
	 Section 4.05
	  	Taxes	  	 	55	 
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	 	55	 
	 Section 4.07
	  	Restricted Payments	  	 	56	 
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	60	 
	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock	  	 	63	 
	 Section 4.10
	  	Asset Sales	  	 	68	 
	 Section 4.11
	  	Transactions with Affiliates	  	 	70	 


  
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	 Section 4.12
	  	Liens	  	 	72	 
	 Section 4.13
	  	Corporate Existence	  	 	73	 
	 Section 4.14
	  	Offer to Repurchase Upon Change of Control	  	 	73	 
	 Section 4.15
	  	[Reserved]	  	 	75	 
	 Section 4.16
	  	Future Guarantees	  	 	75	 
	 Section 4.17
	  	Designation of Restricted Subsidiaries and Unrestricted Subsidiaries	  	 	75	 
	 Section 4.18
	  	[Reserved]	  	 	76	 
	 Section 4.19
	  	Changes in Covenants When Notes Rated Investment Grade	  	 	76	 
	
	ARTICLE 5	 
	SUCCESSORS	 
			
	 Section 5.01
	  	Merger, Consolidation or Sale of Assets	  	 	77	 
	 Section 5.02
	  	Successor Corporation Substituted	  	 	77	 
	
	ARTICLE 6	 
	DEFAULTS AND REMEDIES	 
			
	 Section 6.01
	  	Events of Default	  	 	78	 
	 Section 6.02
	  	Acceleration	  	 	79	 
	 Section 6.03
	  	Other Remedies	  	 	80	 
	 Section 6.04
	  	Waiver of Past Defaults	  	 	80	 
	 Section 6.05
	  	Control by Majority	  	 	80	 
	 Section 6.06
	  	Limitation on Suits	  	 	80	 
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	 	81	 
	 Section 6.08
	  	Collection Suit by Trustee	  	 	81	 
	 Section 6.09
	  	Restoration of Rights and Remedies	  	 	81	 
	 Section 6.10
	  	Trustee May File Proofs of Claim	  	 	81	 
	 Section 6.11
	  	Priorities	  	 	81	 
	 Section 6.12
	  	Undertaking for Costs	  	 	82	 
	
	ARTICLE 7	 
	TRUSTEE	 
			
	 Section 7.01
	  	Duties of Trustee	  	 	82	 
	 Section 7.02
	  	Rights of Trustee	  	 	83	 
	 Section 7.03
	  	Individual Rights of Trustee	  	 	84	 
	 Section 7.04
	  	Trustee’s Disclaimer	  	 	84	 
	 Section 7.05
	  	Notice of Defaults	  	 	84	 
	 Section 7.06
	  	[Reserved]	  	 	85	 
	 Section 7.07
	  	Compensation and Indemnity	  	 	85	 
	 Section 7.08
	  	Replacement of Trustee	  	 	85	 
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	 	86	 
	 Section 7.10
	  	Eligibility; Disqualification	  	 	86	 
	
	ARTICLE 8	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	86	 
	 Section 8.02
	  	Legal Defeasance and Discharge	  	 	87	 
	 Section 8.03
	  	Covenant Defeasance	  	 	87	 
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	 	88	 
	 Section 8.05
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	89	 
	 Section 8.06
	  	Repayment to the Issuer	  	 	89	 
	 Section 8.07
	  	Reinstatement	  	 	89	 


  
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	ARTICLE 9	 
	AMENDMENT, SUPPLEMENT AND WAIVER	 
			
	 Section 9.01
	 	Without Consent of Holders of Notes	 	 	89	 
	 Section 9.02
	 	With Consent of Holder of Notes	 	 	90	 
	 Section 9.03
	 	[Reserved]	 	 	92	 
	 Section 9.04
	 	Revocation and Effect of Consents	 	 	92	 
	 Section 9.05
	 	Notation on or Exchange of Notes	 	 	92	 
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	 	 	92	 
	
	ARTICLE 10	 
	NOTE GUARANTEES	 
	 Section 10.01
	 	Guarantee	 	 	92	 
	 Section 10.02
	 	Limitation on Guarantor Liability	 	 	93	 
	 Section 10.03
	 	Execution and Delivery of Note Guarantee	 	 	93	 
	 Section 10.04
	 	Guarantors May Consolidate, etc., on Certain Terms	 	 	94	 
	 Section 10.05
	 	Releases	 	 	94	 
	
	ARTICLE 11	 
	
	SATISFACTION AND DISCHARGE	 
	 Section 11.01
	 	Satisfaction and Discharge	 	 	95	 
	 Section 11.02
	 	Application of Trust Money	 	 	96	 
	
	ARTICLE 12	 
	[RESERVED]	 
	
	ARTICLE 13	 
	MISCELLANEOUS	 
	 Section 13.01
	 	Notices	 	 	97	 
	 Section 13.02
	 	Certificate and Opinion as to Conditions Precedent	 	 	98	 
	 Section 13.03
	 	Statements Required in Certificate or Opinion	 	 	98	 
	 Section 13.04
	 	Rules by Trustee and Agents	 	 	99	 
	 Section 13.05
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	99	 
	 Section 13.06
	 	Governing Law	 	 	99	 
	 Section 13.07
	 	Consent to Jurisdiction	 	 	99	 
	 Section 13.08
	 	No Adverse Interpretation of Other Agreements	 	 	99	 
	 Section 13.09
	 	Successors	 	 	99	 
	 Section 13.10
	 	Severability	 	 	99	 
	 Section 13.11
	 	Counterpart Originals	 	 	100	 
	 Section 13.12
	 	Table of Contents, Headings, etc.	 	 	100	 
	 Section 13.13
	 	Force Majeure	 	 	100	 
	 Section 13.14
	 	Waiver of Jury Trial	 	 	100	 
	 Section 13.15
	 	Foreign Account Tax Compliance Act (FATCA)	 	 	100	 

  

  
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 EXHIBITS 
  

			
	 Exhibit A
	  	 FORM OF 144A CERTIFICATE OF TRANSFER

	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE

	 Exhibit D
	  	 FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

	 Exhibit E
	  	 FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS

	 Exhibit F
	  	 FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP



  
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 INDENTURE dated as of February 9, 2017 among Vertiv Intermediate Holding Corporation, a
Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). 

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined
herein) of the 12.00%/13.00% Senior PIK Toggle Notes due 2022 (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 hereto bearing the Global Note Legend, the
Private Placement Legend and the Tax Legend (if applicable) 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 Debt” 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 Subsidiary of
such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided, however, that any
Indebtedness of such acquired Person that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person merges with or into or becomes a Subsidiary of such Person shall
not be considered to be Acquired Debt; 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 under this Indenture
in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
 “Advisory Agreement”
means the management services agreement by and among the Company (and/or one of its direct or indirect parent companies) and the Sponsor, as amended, restated, modified, or replaced from time to time. 

“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,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Agent” means any Registrar, co-registrar,
Custodian, Paying Agent, additional paying agent or authenticating agent. 
 “Applicable Premium” means, with respect to
any Note on any redemption date, the greater of: 
 (1) 1.0% of the principal amount of the Note; and 

(2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Note at
February 15, 2019 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through February 15, 2019 (excluding accrued but unpaid
interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note. 

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

“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 Clearstream that apply to such transfer or exchange. 
 “Asset
Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights by the Issuer or any of
its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.14 and 5.01
hereof (and not by Section 4.10 hereof); and 
 (2) the issuance of Equity Interests (other than directors’
qualifying shares or shares or interests required to be held by foreign nationals or third parties to the extent required by applicable law or any preferred stock or Disqualified Stock of a Restricted Subsidiary of the Issuer issued in compliance
with Section 4.09 hereof) by any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests in any of the Issuer’s Restricted Subsidiaries. 

Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale: 

(1) any single transaction that involves assets or Equity Interests having a Fair Market Value of less than $30.0 million;

 (2) a transfer of assets between or among the Issuer and its Restricted Subsidiaries; 

(3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to another Restricted
Subsidiary of the Issuer; 
 (4) the sale, lease or other transfer of products, equipment, inventory, services or accounts
receivable in the ordinary course of business, the discount or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof, the disposition of a business not comprising the
disposition of an entire line of business and any sale or other disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other
disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable or commercially reasonable to maintain or useful in any material respect, taken as a whole, in the conduct of the business of
the Issuer and its Restricted Subsidiaries taken as whole); 
 (5) licenses and sublicenses by the Issuer or any of its
Restricted Subsidiaries of software or intellectual property; 
 (6) any surrender, termination or waiver of contract rights
or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; 
 (7)
the granting of Liens not prohibited by Section 4.12 hereof; 
 (8) the sale or other disposition of cash or Cash
Equivalents; 
 (9) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment; 

(10) leases and subleases and licenses and sublicenses by the Issuer or any of its Restricted Subsidiaries of real or personal
property in the ordinary course of business; 

  
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 (11) any liquidation or dissolution of a Restricted Subsidiary of the
Issuer; provided, that such Restricted Subsidiary’s direct parent is also either the Issuer or a Restricted Subsidiary of the Issuer and immediately becomes the owner of such Restricted Subsidiary’s assets; 

(12) transfers, sales, leases, assignments, exchanges, conveyances or other dispositions of accounts receivable in one or more
transactions involving Foreign Subsidiaries of the Issuer not to exceed $30.0 million in any fiscal year; 
 (13) any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary of the Issuer after the Issue Date, including, without limitation, Sale/Leaseback Transactions permitted by this Indenture; 

(14) the granting of any option or other right to purchase, lease or otherwise acquire inventory and delinquent accounts
receivable in the ordinary course of business; 
 (15) any issuance or sale of Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary; 
 (16) the sale, transfer, termination or other disposition of Hedging
Obligations incurred in compliance with this Indenture; 
 (17) foreclosure, condemnation or any similar actions with respect
to any property or other assets; 
 (18) a sale or transfer of accounts receivable and related assets of the type specified
in the definition of “Securitization Transaction” (or a fractional undivided interest therein) to a Securitization Entity in a Qualified Securitization Transaction; 

(19) any trade-in of equipment by the Issuer or any Restricted Subsidiary of the Issuer
in exchange for other equipment; provided that in the good faith judgment of the Issuer or such Restricted Subsidiary receives equipment having a Fair Market Value equal or greater than the equipment being traded in; 

(20) the transfer, sale or other disposition resulting from any involuntary loss of title, involuntary loss or damage to or
destruction of, or any condemnation or other taking of, any property or assets of the Issuer or any Restricted Subsidiary; 

(21) the termination of leases and subleases in the ordinary course of business; 

(22) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon)
for use in a Permitted Business; 
 (23) sales, transfers and other dispositions of Investments in joint ventures to the
extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements; 

(24) the lapse, cancellation or abandonment of intellectual property rights in the ordinary course of business, which in the
reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole; and 

(25) the sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property. 

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

  
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 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right
is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Business Day” means any day other than a Legal Holiday. 

“Borrowing Base” means, as of any date, an amount equal to: (1) 85% of the book value of all accounts receivable owned by the
Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; plus (2) 65% of the net book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the most
recent fiscal quarter preceding such date, all calculated by the Company on a consolidated basis and in accordance with GAAP. 

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 

“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, partnership interests (whether
general or limited); 
 (4) in the case of a limited liability company, membership interests; and 

(5) 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, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Carve-out” means the segregation, separation or removal from Emerson Electric Co. or
its Subsidiaries of Emerson Electric Co.’s Network Power business in connection with the Purchase. 

  
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 “Cash” means, for purposes of certain agreements between and/or among
certain Permitted Holders, the Issuer and/or their respective affiliates (as applicable), cash and the defined term “Cash Equivalents.” 

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the common equity capital of the Issuer
or any Restricted Subsidiary described in the definition of “Contribution Indebtedness.” 
 “Cash Equivalents”
means: 
 (1) United States dollars, Canadian dollars, pounds sterling, euros, the national currency of any participating
member state of the European Union or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

(2) readily marketable direct obligations of any member of the European Economic Area, Switzerland, or Japan, or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of such country, and, at the time of acquisition thereof, having a credit rating of at least Aa3 (or the equivalent grade) by Moody’s or AA- by S&P; 
 (3) marketable general obligations issued by (a) any state of the
United States or any political subdivision thereof or any instrumentality thereof that are guaranteed by the full faith and credit of such state or (b) in the case of Cash Equivalents of any Subsidiary organized under the laws of Canada, Canada
or any agency or instrumentality thereof that are guaranteed by the full faith and credit of Canada, and in each case, at the time of acquisition thereof, having a credit rating of at least Aa3 (or the equivalent grade) by Moody’s or AA- by S&P; 
 (4) securities or any other evidence of Indebtedness or readily
marketable direct obligations issued or directly and fully guaranteed or insured by (a) the United States government or any agency or instrumentality of the United States government; provided that the full faith and credit of the United
States is pledged in support of those securities or (b) in the case of Cash Equivalents of any Subsidiary organized under the laws of Canada, Canada or any agency or instrumentality thereof; provided that the full faith and credit of
Canada is pledged in support of those securities, and in each case, having maturities of not more than 24 months from the date of acquisition; 

(5) certificates of deposit and eurodollar time deposits with maturities of 24 months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of $250 million in the case of domestic banks or $100 million
(or the dollar equivalent thereof) in the case of foreign banks; 
 (6) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clauses (4) and (5) above entered into with any financial institution meeting the qualifications specified in clause (5) above; 

(7) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing
within 24 months after the date of acquisition; 
 (8) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (7) of this definition; and 
 (9) Indebtedness or Preferred
Stock issued by Persons with a rating of A or higher from S&P or A2 from Moody’s with maturities of 24 months or less from the date of acquisition. 

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an
overnight draft facility that is not in default): automated clearing house transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities,
deposit and other accounts and merchant services. 

  
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 “CFC” means a controlled foreign corporation within the meaning of
Section 957 of the Code. 
 “Change of Control” means the occurrence of any of the following: 

(1) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding any employee benefit plan and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more
Permitted Holders, acquires ultimate beneficial ownership of Voting Stock of the Issuer representing more than 50% of the aggregate ordinary voting power for the election of directors of the Issuer (determined on a fully diluted basis); 

(2) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Issuer and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders; 
 (3) the approval of
any plan or proposal for the winding up or liquidation of the Issuer; or 
 (4) the Issuer ceases to beneficially own (within
the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, 100% of the issued and outstanding Capital Stock of the Company (or any successor thereto to the extent
the Company is consolidated into or merged with or into such Person in a transaction that complies with Section 5.01 hereof), except to the extent the Company is merged with and into the Issuer in a transaction that compiles with
Section 5.01 hereof. 
 Notwithstanding the preceding, a conversion of the Issuer or any of its Restricted Subsidiaries from a limited
liability company, corporation, limited partnership or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Capital Stock in one form of entity for
Capital Stock for another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned
the Capital Stock of the Issuer immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to
elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and in either case no “person” Beneficially Owns more than 50% of the Voting Stock of such entity. 

“Clearstream” means Clearstream Banking, S.A. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange
Act, or if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act of 1933, as amended, the Exchange Act and the Trust Indenture Act then the body
performing such duties at such time. 
 “Company” means Vertiv Group Corporation (formerly known as Cortes NP Acquisition
Corporation). “Company ABL Credit Agreement” means that certain credit agreement with respect to the asset-based revolving credit facility entered into on the Purchase Date by and among the Company, its Restricted Subsidiaries party
thereto as co-borrowers, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the lenders, agents and other parties party thereto, and including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the Company) as replaced
(whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Company) any agreement or indenture or
commercial paper facilities with banks or other institutional lenders or investors extending 

  
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the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or
replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder permitted under Section 4.09 hereof or altering the maturity thereof or adding Restricted Subsidiaries as additional borrowers
or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Company Notes” means
the 9.25% Senior Notes due 2024 issued by the Company on October 17, 2016 in an aggregate principal amount of $750,000,000. 

“Company Notes Indenture” means the indenture governing the Company Notes. 

“Company Senior Credit Agreements” means collectively any Company ABL Credit Agreement and any Company Term Loan Credit
Agreement. 
 “Company Term Loan Credit Agreement” means that certain credit agreement with respect to the senior secured
term B credit facility entered into on or about the Purchase Date by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the lenders, agents and other parties party thereto, and including any
related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the
Company) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Company) any agreement or
indenture or commercial paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or
agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder permitted under Section 4.09 hereof or altering the maturity thereof
or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person
for such period plus, without duplication: 
 (1) provision for taxes based on income, profits or capital (including
state franchise taxes and similar taxes in the nature of income tax) of such Person and its Restricted Subsidiaries for such period, franchise taxes and foreign withholding taxes and including an amount equal to the tax distributions actually made
to the holders of the Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (3) of the definition of “Permitted Payments to Parent,” as though such amounts had
been paid as income taxes directly by such Person, in each case, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 

(2) the consolidated depreciation and amortization expense of such Person and its Restricted Subsidiaries for such period
(including, without limitation, amortization of turnaround costs, goodwill and other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses), to the extent such expenses were deducted in computing such Consolidated
Net Income; plus 
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the
extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus 
 (4) any other
consolidated non-cash charges of such Person and its Restricted Subsidiaries for such period, to the extent that such consolidated non-cash charges were included in
computing such Consolidated Net Income; provided that if any such non-cash charge represents an accrual or reserve for anticipated cash charges in future period, the cash payment in respect thereof in
such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus 

  
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 (5) any losses from foreign currency transactions (including losses related
to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus 

(6) (a) the Specified Permitted Adjustments and (b) any other cost savings, operating expense reductions, operating
improvements and synergies permitted to be added back to this definition pursuant to the definition of “Pro Forma Cost Savings” (including, without limitation, costs and expenses incurred after the Purchase Date related to employment of
terminated employees incurred by such Person during such period to the extent such costs and expenses were deducted in computing Consolidated Net Income) and, in the case of this clause (b), subject to the “Cost Savings Cap”; plus

 (7) losses in respect of post-retirement benefits of such Person, as a result of the application of ASC 715,
Compensation-Retirement Benefits, to the extent that such losses were deducted in computing such Consolidated Net Income; plus 

(8) the amount of fees and expenses incurred by such Person pursuant to clauses (7) and (20) of Section 4.11(b)
hereof; plus 
 (9) any proceeds from business interruption insurance received by such Person during such period, to
the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income; plus 

(10) any fees and expenses related to a Qualified Securitization Transaction, to the extent such fees and expenses are included
in computing Consolidated Net Income; plus 
 (11) the amount of loss on sales of receivables and related assets to a
Securitization Entity in connection with a Qualified Securitization Transaction, to the extent included in computing Consolidated Net Income; minus 

(12) the amount of any gain in respect of post-retirement benefits as a result of the application of ASC 715, to the extent
such gains were taken into account in computing such Consolidated Net Income; minus 
 (13) any gains from foreign
currency transactions (including gains related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net
Income; minus 
 (14) non-cash gains increasing such Consolidated Net Income
for such period, other than the accrual of revenue in the ordinary course of business and other than reversals of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, 

in each case, on a consolidated basis and determined in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss)
of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of (x) preferred stock dividends or (y) any dividend with proceeds of the
offering of the Notes; provided that: 
 (1) any after-tax effect of all
extraordinary, nonrecurring or unusual gains or losses or income or expenses (including related to the Transactions and the Dividend Transactions) or any restructuring charges or reserves, including, without limitation, any expenses related to any
reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses, retention, severance, system establishment cost, contract termination costs, costs to consolidate facilities and relocate employees, advisor fees and other out of
pocket costs and non-cash charges to assess and execute operational improvement plans and restructuring programs, will be excluded; 

  
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 (2) any expenses, costs or charges incurred, or any amortization thereof for
such period, in connection with any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or incurrence or repayment of Indebtedness permitted under this Indenture, including a refinancing thereof (in each case whether or
not successful) (including any such costs and charges incurred in connection with the Transactions and the Dividend Transactions), and all gains and losses realized in connection with any business disposition or any disposition of assets outside the
ordinary course of business or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, loss, income or expense, will be excluded; 

(3) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting will be excluded, provided that the income of such Person will be included to the extent of the amount of dividends or similar distributions paid in cash (or converted to cash) to the specified Person or a Restricted Subsidiary of
the Person; 
 (4) the net income (or loss) of any Person and its Restricted Subsidiaries will be calculated without
deducting the income attributed to, or adding the losses attributed to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of the dividends paid
in cash (or convertible into cash) during such period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties; 

(5) solely for the purpose of Section 4.07 hereof, the net income (but not loss) of any Restricted Subsidiary (other than
the Company and its Subsidiaries or any Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, directly or indirectly, by 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 restrictions with respect to the payment of dividends or similar distributions have been legally waived or in the case of the Company or its Restricted Subsidiaries, is permitted under
Section 4.08; provided that the Consolidated Net Income of such Person will be increased by the amount of dividends or distributions or other payments actually paid in cash (or converted to cash) by any such Restricted Subsidiary to such
Person in respect of such period, to the extent not already included therein; 
 (6) the cumulative effect of any change in
accounting principles will be excluded; 
 (7) (a) any non-cash expenses resulting
from the grant or periodic remeasurement of stock options, restricted stock grants or other equity incentive programs (including any stock appreciation and similar rights) and (b) any costs or expenses incurred pursuant to any management equity
plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent, in the case of clause (b), that such costs or expenses are funded with cash proceeds contributed
to the common equity capital of the Issuer or a Restricted Subsidiary of the Issuer, will be excluded; 
 (8) the effect of
any non-cash impairment charges or write-ups, write-downs or write-offs of assets or liabilities resulting from the application of GAAP and the amortization of
intangibles arising from the application of GAAP, including pursuant to ASC 805, Business Combinations, ASC 350, Intangibles—Goodwill and Other, or ASC 360, Property, Plant and Equipment, as applicable, will be excluded; 

(9) any net after-tax income or loss from disposed, abandoned or discontinued
operations and any net after-tax gains or losses on disposed, abandoned or discontinued, transferred or closed operations will be excluded; 

(10) any increase in amortization or depreciation, or effect of any adjustments to inventory, property, plant or equipment,
software, goodwill and other intangibles, debt line items, deferred revenue or rent expense, any one time cash charges (such as purchased in process research and development or capitalized manufacturing profit in inventory) or any other effects, in
each case, resulting from purchase accounting in connection with the Transactions and the Dividend Transactions or any other acquisition prior to or following the Purchase Date will be excluded; 

  
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 (11) an amount equal to the tax distributions actually made to the holders
of the Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (3) of the definition of “Permitted Payments to Parent” will be included as though such amounts
had been paid as income taxes directly by such Person for such period; 
 (12) unrealized gains and losses relating to
foreign currency transactions, including those relating to mark-to-market of Indebtedness resulting from the application of GAAP, including pursuant to ASC 830, Foreign
Currency Matters (including any net loss or gain resulting from hedge arrangements for currency exchange risk) will be excluded; 

(13) any net gain or loss from Hedging Obligations or in connection with the early extinguishment of Hedging Obligations
(including of ASC 815, Derivatives and Hedging) shall be excluded; 
 (14) subject to the Cost Savings Cap, the amount of any
restructuring, Carve-out, business optimization, acquisition and integration costs and charges (including, without limitation, retention, severance, systems establishment costs, excess pension charges,
information technology costs, rebranding costs, contract termination costs, including future lease commitments, costs related to the start-up, closure or relocation or consolidation of facilities and costs to
relocate employees); and 
 (15) accruals and reserves that are established or adjusted within 12 months after the Purchase
Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded. 

“Consolidated Senior Secured Debt Ratio” means, as of any date of determination, the ratio of (1) (x) Consolidated Total
Indebtedness of the Company and its Restricted Subsidiaries that is secured by a Lien as of such date minus (y) unrestricted cash and Cash Equivalents (but excluding in all cases cash proceeds from Indebtedness incurred on the date of
determination) that would be stated on the balance sheet of the Company and its Restricted Subsidiaries for which internal financial statements are available immediately preceding such date and held by the Company and its Restricted Subsidiaries as
of such date of determination, and in each case, calculated on a Pro Forma Basis to (2) the Consolidated EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available
immediately preceding such date, calculated on a Pro Forma Basis; provided that (in the event that the Company shall classify Indebtedness incurred on the date of determination as secured in part pursuant to clause (35) of the definition
of “Permitted Liens” and in part pursuant to one or more other clauses of such definition (other than Liens incurred under clause (1) thereof on Indebtedness incurred under clause (1)(ii) of the definition of “Permitted
Debt”) as provided in the final paragraph of such definition) any calculation of Consolidated Total Indebtedness that is secured by a Lien for purposes of clause (x) above on such date (but not in respect of any future calculation
following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent
secured pursuant to any such other clause of such definition. For purposes of calculating the Consolidated Senior Secured Debt Ratio with respect to any revolving Indebtedness, the Company may elect, at the time of the initial borrowing under such
revolving Indebtedness, to either (x) give pro forma effect to the incurrence of the entire committed amount of such Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to
time, without further compliance with the Consolidated Senior Secured Debt Ratio component of any provision hereunder; provided that any future calculation of the Consolidated Senior Secured Debt Ratio shall treat the entire committed amount
of such Indebtedness as outstanding for as long as such Indebtedness is available, or (y) give pro forma effect to the incurrence of the actual amount drawn under such revolving Indebtedness, in which case, the ability to incur the amounts
committed to under such Indebtedness will be subject to the Consolidated Senior Secured Debt Ratio (to the extent being incurred pursuant to such ratio) at the time of each such incurrence. 

  
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 “Consolidated Total Indebtedness” means, as of any date of determination,
an amount equal to (1) the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in
accordance with GAAP, consisting of Indebtedness (other than Indebtedness representing clause (6) of the definition of Indebtedness, or with respect to Cash Management Services or that are otherwise removed in consolidation) and (2) the
aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and preferred stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and preferred stock equal to the
greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP, in each case of clauses (1) and (2) above, based on
internal financial statements that are available immediately preceding such date and calculated on a Pro Forma Basis. For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock that does not have
a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock were purchased on any date on which Consolidated Total Indebtedness shall be
required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or preferred stock, such fair market value shall be determined reasonably and in good faith by
the Issuer. 
 “continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default
has not been cured or waived. 
 “Contribution Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary
of the Issuer in an aggregate principal amount not greater than one times the aggregate amount of cash contributions (other than Excluded Contributions, Designated Preferred Stock, Disqualified Stock or cash contributed by the Issuer or a Restricted
Subsidiary of the Issuer) made to the common equity capital of the Issuer or any Restricted Subsidiary of the Issuer after the Purchase Date; provided that: 

(1) the cash received or contributed shall not increase the amount available for making Restricted Payments to the extent the
Issuer or its Restricted Subsidiaries incurred Indebtedness in reliance thereon; 
 (2) the cash received or contributed
shall be excluded for purposes of incurring Indebtedness to the extent the Issuer or any of its Restricted Subsidiaries make a Restricted Payment in reliance on such cash; and 

(3) such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contributions and
(b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the date of incurrence thereof. 

“Corporate Trust Office of the Trustee” will be the office of the Trustee at which at any particular time its corporate trust
business in Chicago, Illinois shall be principally administered, which office as of the date of this instrument is located at the address specified in Section 13.01 hereof, except that with respect to presentation of Notes for payment or for
registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted, which office at the date of this instrument is located at 101 Barclay
Street, New York, New York 10286; Attention: Corporate Trust Division Corporate Finance Unit, or, in the case of any of such offices or agency, such other address as the Trustee may designate from time to time by notice to the Issuer. 

“Credit Agreement” means (i) the Company Senior Credit Agreements and (ii) whether or not either of the Company
Senior Credit Agreements remain outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit
loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities,
notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements
evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased; provided that such
increase in borrowings is permitted under this Indenture, replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of lenders or investors. 

  
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 “Custodian” means the Trustee, as custodian with respect to the Notes in
global form, 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 hereof, or Exhibit A with respect to PIK Notes, substantially in the form of Exhibit A hereto, except that such 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. 
 “Designated Non-cash
Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means preferred stock of the
Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock) that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock plan or trust established by the Issuer or any of its
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the date of issuance thereof, the cash proceeds of which are excluded from the calculation set forth in clause (z) of
Section 4.07(a) hereof. 
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or is redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided, however, that only the portion of Capital Stock
that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, however, that if such
Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer, any direct or indirect parent of the Issuer or the Issuer’s Restricted Subsidiaries or by any such plan to such employees, such Capital Stock
will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability;
provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock will not be deemed to be Disqualified
Stock. Capital Stock will not constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale. 

“Dividend Transactions” means (i) the issuance of the Initial Notes on the Issue Date, (ii) the payment of a
dividend by the Issuer to any direct or indirect parent of the Issuer in an amount not in excess of $500 million from the proceeds from the offering of the Initial Notes on the Issue Date, (ii) the Vertiv Group Contribution and
(iv) the payment of fees and expenses. 

  
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 “Domestic Subsidiary” means any Restricted Subsidiary that was formed under
the laws of the United States or any state of the United States or the District of Columbia (and, for the avoidance of doubt, excluding Puerto Rico). 

“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 a public or private sale either
(1) of Equity Interests of the Issuer by the Issuer (other than Disqualified Stock and other than to a Subsidiary of the Issuer or any direct or indirect parent of the Issuer) or (2) of Equity Interests of a direct or indirect parent of
the Issuer (other than the Issuer, a Subsidiary of the Issuer or any direct or indirect parent of the Issuer), in each case other than public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock
registered on Form S-8, and any such public or private sale that constitutes an Excluded Contribution. 

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 “Excluded Contributions” means the net cash proceeds, Cash Equivalents
and/or Fair Market Value of Investment Grade Securities received by the Issuer after the Purchase Date from: 
 (1)
contributions to its common equity capital; and 
 (2) the sale (other than to the Issuer or to a Subsidiary of the Issuer or
to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary of the Issuer) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the
Issuer; 
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate, the proceeds of which are excluded from the
calculation set forth in Section 4.07(a)(z) hereof. 
 “Excluded Subsidiaries” means, Unrestricted Subsidiaries,
Immaterial Subsidiaries, Regulated Subsidiaries, Not-for-Profit Subsidiaries, Foreign Subsidiaries, FSHCOs and any Domestic Subsidiary of a Foreign Subsidiary that is a
CFC and any Subsidiary that is prohibited, but only so long as such Subsidiary would be prohibited, by applicable law, rule or regulation or by any contractual obligation existing on the Issue Date or existing at the time of acquisition thereof
after the Issue Date (so long as such prohibition did not arise as part of such acquisition), in each case, from guaranteeing the notes or that would require governmental (including regulatory) consent, approval, license or authorization to provide
a Guarantee unless such consent, approval, license or authorization has been received (but without obligation to seek the same). 

“Fair Market Value” means the value (which, for the avoidance of doubt, will take into account any liabilities, contingent or
otherwise, associated with related assets) that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s-length transaction, determined in good faith by the Issuer (unless otherwise
provided in this Indenture). 
 “Fixed Charge Coverage Ratio” means, with respect to any Person as of any date, the ratio
of (1) Consolidated EBITDA of such Person for the most recent period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such calculation of the Fixed Charge Coverage
Ratio is made, calculated on a Pro Forma Basis for such period to (2) the Fixed Charges of such Person for such period calculated on a Pro Forma Basis. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems or
repays any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Securitization Transaction unless the related commitments have been terminated and such Indebtedness has been permanently repaid
and has not been replaced) or issues or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which
the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated on a Pro Forma 

  
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Basis; provided that, in the event that the Issuer shall classify Indebtedness incurred on the date of determination as incurred in part as Ratio Debt and in part pursuant to one or more
clauses of the definition of “Permitted Debt” (other than in Section 4.09(b)(13)), as provided in Section 4.09(d), any calculation of Fixed Charges pursuant to this definition on such date (but not in respect of any future
calculation following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the
extent incurred pursuant to any such other clause of such definition. 
 “Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of: 
 (1) the consolidated interest expense of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued, to the extent such expense was deducted in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, the interest component of
all payments associated with Capital Lease Obligations, and the net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (but excluding any non-cash
interest expense attributable to the mark-to-market valuation of Hedging Obligations or other derivatives pursuant to GAAP) and excluding amortization or write-off of deferred financing fees and expensing of any other financing fees, including any expensing of bridge or commitment fees, the non-cash portion of interest expense
resulting from the reduction in the carrying value under purchase accounting of the Issuer’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization
Transaction; provided that, for purposes of calculating consolidated interest expense, no effect will be given to the discount and/or premium resulting from the bifurcation of derivatives under ASC 815, Derivatives and Hedging, as a result of
the terms of the Indebtedness to which such consolidated interest expense applies; plus 
 (2) the consolidated
interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 
 (3)
all cash dividends, whether paid or accrued, on any series of preferred stock or any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, excluding items eliminated in consolidation, in each case, determined on a
consolidated basis in accordance with GAAP; minus 
 (4) the consolidated interest income of such Person and its
Restricted Subsidiaries for such period, whether received or accrued, to the extent such income was included in determining Consolidated Net Income. 

“Fixed GAAP Date” means the Issue Date; provided that at any time after the Issue Date, the Issuer may by written
notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. 

“Fixed GAAP Terms” means (a) the definitions of the terms “Capital Lease Obligation,” “Fixed
Charges,” “Fixed Charge Coverage Ratio,” “Consolidated Net Income,” “Consolidated Senior Secured Debt Ratio,” “Consolidated Total Indebtedness,” “Consolidated EBITDA” and
“Indebtedness,” including without limitation any future changes in GAAP that would require lease (or “synthetic lease”) obligations to be included as Indebtedness on the Issuer ’s balance sheet, (b) all defined terms in
this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Indenture or the Notes that, at the
Issuer’s election, may be specified by the Issuer by written notice to the Trustee from time to time; provided that the Issuer may elect to remove any term from constituting a Fixed GAAP Term. 

“Foreign Subsidiary” means any Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary and any direct or
indirect Subsidiary of such Restricted Subsidiary. 

  
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 “FSHCO” means any Subsidiary of the Issuer with no material assets other
than the capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession (but excluding the policies, rules and regulations of the Commission applicable only to public companies), as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and
as in effect from time to time (for all other purposes of this Indenture); provided that the Issuer may at any time elect by written notice to the Trustee to use IFRS in lieu of GAAP for financial reporting purposes and, upon any such notice,
references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in
effect from time to time (for all other purposes of this Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP. For the purposes of this Indenture, the term “consolidated,” with respect to any Person, shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the
interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 
 “Global Note Legend” means
the legend set forth in Section 2.06(g)(2) 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 deposited with or on behalf of and
registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto, and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued
in accordance with Section 2.01, 2.06(b)(3) or 2.06(d)(1) hereof. 
 “Government Securities” means direct obligations
of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). 

“Guarantors” means any Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of this
Indenture and their respective successors and assigns that constitute Domestic Subsidiaries (other than Excluded Subsidiaries), in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture. 
 “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and
interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and 
 (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange
rates or commodity prices. 
 “Holder” means a Person in whose name a Note is registered. 

  
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 “IFRS” means the International Financial Reporting Standards as issued by
the International Accounting Standards Board. 
 “Immaterial Subsidiary” means any Restricted Subsidiary of the Issuer that
(i) has Total Assets together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) of less than 2.0% of the Issuer’s Total Assets measured at the end of the most recent fiscal period for which internal financial
statements are available and on a pro forma basis giving effect to any acquisitions or dispositions of companies, division or lines of business since such balance sheet date and on or prior to the date of acquisition of such Subsidiary and
(ii) has revenue together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) for the period of four consecutive fiscal quarters ending on such date of less than 2.0% of the combined revenue of the Issuer and its
Restricted Subsidiaries for such period (measured for the four quarters ended most recently for which internal financial statements are available and on a pro forma basis giving effect to any acquisitions or dispositions of companies, division or
lines of business since the start of such four quarter reference period). 
 “Indebtedness” means, with respect to any
specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, deferred compensation, deferred rent (other than for Capital Lease Obligations), and landlord allowances), whether or not contingent: 

(1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance of deferred and unpaid purchase price of any property or services due more than 60 days after such
property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the
specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person; provided that (a) contingent obligations incurred in the ordinary course of business and
(b) obligations under or in respect of Securitization Transactions shall be deemed not to constitute Indebtedness. 
 The term
“Indebtedness” shall not include any lease, concession or license of property (or Guarantee thereof) that would be considered an operating lease under GAAP as in effect on the Issue Date, any prepayments of deposits received from clients
or customers in the ordinary course of business or consistent with past practices, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date or in the ordinary
course of business or consistent with past practices. Indebtedness shall be calculated without giving effect to the provisions of ASC 815, Derivatives and Hedging and related interpretations to the extent such provisions would otherwise
increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

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

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in
a Permitted Business, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged. 

  
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 “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant. 
 “Initial Notes” means the $500.0 million aggregate principal amount of Notes
issued under this Indenture on the date hereof. 
 “Initial Purchaser” means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, BMO Capital Markets Corp. and Credit Suisse Securities (USA) LLC. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is not also a QIB. 
 “Investment Grade Securities” means:

 (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition; 

(2) securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB(or the equivalent) by
S&P, or an equivalent rating by any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act; 

(3) investments in any fund that invests at least 95% of its assets in investments of the type described in clauses
(1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and 
 (4)
instruments of the general type described in clauses (1), (2) or (3) above in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of
acquisition. 
 “Investments” means, with respect to any Person, all direct or indirect 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 and advances to customers and commission, travel, relocation and similar advances to officers
and employees 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, together with all items that are required to be classified as
investments on a balance sheet prepared in accordance with GAAP 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. If the Issuer or any Restricted
Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or disposed of in an
amount determined as provided in Section 4.07(c) hereof. The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such
Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. Notwithstanding anything in this Indenture to the contrary, for purposes of
Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary
as a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 

  
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 (a) the Issuer’s “Investment” in such Subsidiary at the time
of such redesignation; minus 
 (b) the portion (proportionate to the Issuer’s 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, in each case as determined in good faith by the Board of Directors of the Issuer (as evidenced by an Officer’s
Certificate). 
 “Issue Date” means the first date on which the Initial Notes (excluding any Additional Notes or PIK Notes)
are issued. 
 “Issuer” has the meaning assigned to it in the preamble to this Indenture. All references to
“Issuer” in this Indenture shall be deemed to include any successor entity to the Issuer that assumes all of the obligations of the Issuer under this Indenture and the Notes in a transaction that complies with Section 5.01 hereof.

 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place
of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue on such payment for the intervening period. 
 “Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other 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. 

“Management Investor” means any Person who is an officer or otherwise a member of management of the Issuer, any of its
Subsidiaries or any of its direct or indirect parent companies on the Purchase Date, immediately after giving effect to the Transactions. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Issuer or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset
Sale, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed asset or other consideration received in any other non-cash form), net of the costs relating to such Asset
Sale and the sale or disposition of such Designated Non-cash Consideration, including, without limitation, legal, accounting and investment banking fees, discounts and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale (including by way of making Permitted Payments to Parent), in each case, after taking into account any current reduction in tax liability
(determined on a “with and without” basis) due to available tax credits or deductions and any tax sharing arrangements, amounts applied to the repayment of principal, premium (if any) and interest on Indebtedness that is secured by the
property or the assets that are the subject of such Asset Sale or that is otherwise required (other than pursuant to Section 4.10(c) hereof) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by
the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

  
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 “Non-Recourse Debt” means
Indebtedness: 
 (1) as to which neither the Issuer, nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than the pledge of the Equity Interests of any Unrestricted Subsidiaries or (b) is directly or indirectly liable as a guarantor or
otherwise other than by virtue of a pledge or the Equity Interests of any Unrestricted Subsidiaries; and 
 (2) as to which
the obligees in respect of such Indebtedness have been notified in writing that they will not have any recourse to the stock or assets of the Issuer, or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted
Subsidiary). 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Not-for-Profit Subsidiary” means an entity,
including entities qualifying under Section 501(c)(3) of the Code, that uses surplus revenue to achieve its goals rather than distributing them as profit or dividends. 

“Note Guarantee” means the Guarantee by each Guarantor (if any) of the Issuer’s obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the preamble to
this Indenture. The Initial Notes, Additional Notes and PIK Notes (or any increase in the principal amount of a Global Note pursuant to the payment of PIK Interest or Partial PIK Interest in accordance with the terms of this Indenture) shall be
treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, any Additional Notes and any PIK Notes (or any increase in the principal amount
of a Global Note). 
 “Obligations” means any principal, interest (including any interest, fees, expenses and other amounts
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, fees, expenses and other amounts are an allowed or
allowable claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 

“Offering Memorandum” means the Issuer’s offering memorandum dated as of February 6, 2017, pursuant to which the
Initial Notes were offered. 
 “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, the Secretary or the Assistant Secretary of the Issuer. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer and delivered to
the Trustee, who, solely in respect of the Officer’s Certificate required by Section 4.04(a), must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that
meets the requirements of Sections 13.02 and 13.03 hereof. 
 “Opinion of Counsel” means an opinion from legal counsel who
is reasonably acceptable to the Trustee and, that meets the requirements of Sections 13.02 and 13.03 hereof. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer. 

“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). 

  
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 “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 and Cash Equivalents; provided, that any cash and Cash Equivalents received are applied in accordance with Section 4.10 hereof. 

“Permitted Business” means any business that is the same as, or reasonably related, ancillary or complementary to, any of the
businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date. 
 “Permitted Holders” means
(i) each of the Principals, (ii) any Management Investor, (iii) any Related Party of any of the foregoing persons, (iv) any Permitted Parent and (v) any “group” (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that in the case of such “group” and without giving effect to the existence of such “group” or any
other “group,” (x) such Persons specified in clauses (i), (ii), (iii) or (iv) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer or any
of its direct or indirect parent entities held by such “group,” and (y) the Principals and their Related Parties, collectively, do not have beneficial ownership, directly or indirectly, of a lesser percentage of the Voting Stock of
the Issuer or any of its direct or indirect parent entities than any other Person that is a member of such “group” (without giving effect to any Voting Stock that may be deemed owned by such other Person pursuant to Rule 13d-3 or 13d-5 under the Exchange Act as a result of such “group”). Any person or group, together with its Affiliates, whose acquisition of beneficial ownership
constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter constitute an additional Permitted Holder. 

“Permitted Investments” means: 

(1) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer (including in the Notes); 

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

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:

 (a) such Person becomes a Restricted Subsidiary of the Issuer; or 

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

(4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made in compliance with Section 4.10 hereof; 
 (5) any acquisition of assets or Capital Stock
solely in exchange for, or out of the proceeds of, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or of any direct or indirect parent of the Issuer; 

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were
incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
(B) litigation, arbitration or other disputes; or (C) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to a secured Investment or other transfer of title with respect to any secured Investment
in default; 
 (7) Investments represented by Hedging Obligations; 

  
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 (8) loans or advances to employees made in the ordinary course of business
of the Issuer or any Subsidiary of the Issuer in an aggregate principal amount not to exceed $30.0 million at any one time outstanding; 

(9) repurchases of the Notes; 

(10) any guarantee of Indebtedness permitted to be incurred under Section 4.09 hereof; 

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

(12) Investments acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of the
Issuer of another Person, including by way of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.1 hereof after the Issue Date to the extent that such
Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(13) Investments by the Issuer or its Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers
or landlords made in the ordinary course of business; 
 (14) guaranties made in the ordinary course of business of
obligations owed to landlords, suppliers, customers, franchisees and licensees of the Issuer or its Subsidiaries; 
 (15) any
Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer 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; 
 (16) loans and advances to officers, directors and
employees for business-related travel expenses, moving and relocation expenses and other similar expenses, in each case incurred in the ordinary course of business; 

(17) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing
arrangements with other Persons; 
 (18) Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries in
an aggregate amount, taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding, not to exceed the greater of (x) $120.0 million and (y) 2.0% 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), at any one time outstanding; 

(19) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of
contract rights or licenses of intellectual property or leases, in each case, in the ordinary course of business; 
 (20)
Investments by the Issuer or a Restricted Subsidiary of the Issuer in a Securitization Entity or any Investments by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction, including Investments of funds
held in accounts permitted or required by the arrangements governing such Qualified Securitization Transaction or any related Indebtedness; provided, however, that such Investment is solely in the form of a Purchase Money Note, equity
interests or contribution of additional accounts receivable generated by the Issuer or any of its Subsidiaries; 

  
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 (21) any transaction to the extent it constitutes an Investment that is
permitted by and made in accordance with Section 4.11(b) hereof (except transactions described in clauses (3), (6), (10), (11), (13) and (19) of Section 4.11(b) hereof); 

(22) any acquisition of assets or Capital Stock solely in exchange for, or out of the net cash proceeds received from, the
issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any contribution to the common equity of the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Investment pursuant to
this clause (22) will be excluded from Section 4.07(a)(z)(B); 
 (23) other Investments in any Person having an
aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (23) that are at the time
outstanding not to exceed the greater of (x) $210.0 million and (y) 3.5% of Total Assets at the time of incurrence, at any one time outstanding; 

(24) any Investment by the Issuer or a Restricted Subsidiary of the Issuer in a Person engaged in a Permitted Business (other
than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (24) that are at the time outstanding, not to exceed the greater of (x)
$180.0 million and (y) 3.0% 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), at any one time outstanding; provided, however, that if
any Investment pursuant to this clause (24) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such
Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (24) for so long as such Person continues to be a Restricted Subsidiary of the Issuer; and 

(25) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (measured on the date each such Investment
was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (25) that are at that time outstanding not to exceed $150.0 million, at any one time
outstanding. 
 For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more
than one of the categories of Permitted Investments described in clauses (1) through (25) above, or is otherwise entitled to be incurred or made pursuant to Section 4.07, the Issuer will be entitled to classify, or later reclassify, such
Investment (or portion thereof) in one or more of such categories set forth above or pursuant to Section 4.07. 
 “Permitted
Liens” means: 
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and
other Obligations that were incurred pursuant to clause (1), (8), (15) or (22) of the definition of “Permitted Debt”; 

(2) Liens in favor of the Issuer or Guarantors, if any; 

(3) Liens on assets, property or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary of
the Issuer or is merged with or into or consolidated with the Issuer or a Restricted Subsidiary of the Issuer; provided that such Liens (a) were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of
the Issuer or such merger or consolidation and (b) do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Issuer or the surviving entity of any such merger or consolidation; 

  
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 (4) Liens on assets or on property (including Capital Stock) existing at the
time of acquisition of the assets or property by the Issuer or any Subsidiary of the Issuer; provided that such Liens (a) were in existence prior to such acquisition and not incurred in contemplation of, such acquisition and (b) do
not extend to any other assets of the Issuer or any of its Subsidiaries; 
 (5) Liens, pledges or deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, insurance, judgments, surety or appeal bonds, workers’ compensation obligations, performance bonds, unemployment insurance obligations, social security obligations, or other
obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations); 

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering
only the assets acquired with or financed by such Indebtedness; provided that individual financings of property or equipment provided by one lender may be cross collateralized to other financings of property or equipment provided by such
lender; 
 (7) Liens existing on the Issue Date (other than with respect to Company Senior Credit Agreements); 

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(9) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, landlord’s, workmen’s,
repairmen’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
 (10) survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use
in the operation of the business of such Person; 
 (11) Liens created for the benefit of (or to secure) the Notes and
related Note Guarantees and additional pari passu Indebtedness and related Guarantees permitted to be incurred under this Indenture; 

(12) Liens to secure any Refinancing Indebtedness of the Company and its Restricted Subsidiaries permitted to be incurred under
this Indenture; provided, however, that 
 (a) the new Lien is limited to all or part of the same property and assets
that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount (or accreted amount, if applicable, or, if greater, committed amount) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Refinancing Indebtedness and (y) an amount necessary to pay any
fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; 

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

  
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 (14) filing of UCC financing statements as a precautionary measure in
connection with operating leases; 
 (15) bankers’ Liens, rights of set-off,
Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have
been made to the extent required by GAAP; 
 (16) Liens on Cash Equivalents or other property arising in connection with the
defeasance, discharge or redemption of Indebtedness; 
 (17) Liens on specific items of inventory or other goods and the
proceeds thereof (including documents, instruments, accounts, chattel paper, letter of credit rights, general intangibles, supporting obligations, and claims under insurance policies relating thereto) of any Person securing such Person’s
obligations in respect of bankers’ acceptances or letters of credit issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(18) leases, subleases, licenses or sublicenses (including licenses or sublicenses of software and other technology or
intellectual property) in the ordinary course of business or otherwise not materially interfering with the conduct of the business of the Issuer or any of its Restricted Subsidiaries; 

(19) 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; 
 (20) statutory, common law or contractual Liens of creditor depository
institutions or institutions holding securities accounts (including the right of set-off or similar rights and remedies); 

(21) customary Liens granted in favor of a trustee (including the Trustee) to secure fees and other amounts owing to such
trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by this Indenture is issued (including this Indenture); 

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in
connection with the importation of goods; 
 (23) Liens on assets or the Capital Stock of Foreign Subsidiaries securing
Indebtedness of Foreign Subsidiaries permitted to be incurred in accordance with Section 4.09 hereof; 
 (24) Liens
securing Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; provided that such Hedging Obligations are permitted to be incurred under this Indenture; 

(25) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the
disposition of such assets otherwise permitted under this Indenture for so long as such agreements are in effect; 
 (26)
other Liens with respect to obligations of (A) the Issuer or any of its Restricted Subsidiaries (other the Company and its Restricted Subsidiaries) that do not exceed $5.0 million at any time outstanding and (B) the Company or any of
its Restricted Subsidiaries that do not exceed the greater of (x) $210.0 million and (y) 3.5% of Total Assets (measured at the time of incurrence) at any one time outstanding; 

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

  
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 (28) leases and subleases of real property that do not materially interfere
with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries; 
 (29) Liens on accounts
receivable and related assets of the type specified in the definition of “Securitization Transaction” incurred in connection with a Qualified Securitization Transaction; 

(30) deposits made in the ordinary course of business to secure liability to insurance carriers; 

(31) Liens incurred to secure any Cash Management Services and Treasury Management Arrangement incurred in the ordinary course
of business; 
 (32) Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary of the
Issuer in connection with any letter of intent or purchase agreement permitted under this Indenture; 
 (33) any encumbrances
or restrictions (including, without limitation, put and call agreements) with respect to the Capital Stock of any joint venture pursuant to the agreement evidencing such joint venture; 

(34) Liens that may arise on inventory or equipment in the ordinary course of business as a result of such inventory or
equipment being located on premises owned by Persons other than the Issuer or its Restricted Subsidiaries; and 
 (35) Liens
securing Indebtedness of the Company and its Restricted Subsidiaries permitted to be incurred pursuant to Section 4.09 hereof if at the time of any incurrence of such Indebtedness and after giving pro forma effect thereto the Consolidated
Senior Secured Debt Ratio would not exceed 3.25 to 1.00. 
 For purposes of determining compliance with this definition, (x) Permitted
Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (y) in the event that a Lien (or any portion thereof) meets the
criteria of one or more categories of Permitted Liens described above, the Issuer shall, in its sole discretion, classify (or later reclassify) such item of Permitted Liens (or any portion thereof) in any manner that complies with this definition
and (z) in the event that a portion of Indebtedness secured by a Lien that is incurred after the Purchase Date could be classified as secured in part pursuant to clause (1) or (35) above (giving effect to the incurrence of such portion of
such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (1) or (35) above and thereafter the remainder of the
Indebtedness as having been secured pursuant to one or more of the other clauses of this definition; provided, however, that indebtedness under any Credit Agreement on the Purchase Date shall be deemed secured under clause (1) of the
definition of Permitted Liens above on the Purchase Date and thereafter and may not be reclassified. 
 “Permitted Parent”
means any direct or indirect parent of the Issuer formed not in connection with, or in contemplation of, a transaction that, assuming such parent was not so formed, after giving effect thereto would constitute a Change of Control and any direct or
indirect parent of the Issuer formed in connection with an underwritten public Equity Offering. 
 “Permitted Payments to
Parent” means the declaration and payment of dividends or other payments to, or the making of loans to, any direct or indirect parent of the Issuer in amounts required for any direct or indirect parent of the Issuer (and, in the case of
clause (3) below, its direct or indirect members), to pay, in each case without duplication: 
 (1) general corporate
operating and overhead costs and expenses (including, without limitation, expenses related to reporting obligations and any franchise and similar taxes, and other fees and expenses, required to maintain their corporate existence) of any direct or
indirect parent of the Issuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 

  
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 (2) reasonable fees and expenses (other than to Affiliates of the Issuer)
incurred in connection with any unsuccessful debt or equity offering or other financing transaction by such direct or indirect parent of the Issuer; 

(3) for any taxable period for which the Issuer and/or any of its Subsidiaries are members of a consolidated, combined or
similar income tax group for U.S. federal and/or applicable state, local or foreign income tax purposes of which a direct or indirect parent of the Issuer is the common parent (a “Tax Group”), the portion of any U.S. federal,
foreign, state and local income and similar taxes (including alternative minimum taxes) of such Tax Group that are attributable to the taxable income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received
from its Unrestricted Subsidiaries, in amounts required to pay such taxes that are attributable to the taxable income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments with respect to any taxable period
does not exceed the amount that the Issuer and its Restricted Subsidiaries (and, if applicable, the Issuer’s Unrestricted Subsidiaries) would have been required to pay in respect of such U.S. federal, foreign, state and local income taxes with
respect to such taxable period were such entities paying taxes separately from any such parent entity; 
 (4) fees and
expenses owed by the Issuer, any direct or indirect parent of the Issuer, as the case may be, or the Issuer’s Restricted Subsidiaries to Affiliates, in each case, to the extent permitted by Section 4.11(b)(7) hereof; 

(5) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of
such direct or indirect parent company of the Issuer to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

 (6) the payment of customary transaction fees and expenses payable in accordance with Section 4.11(b)(20). 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Principals” means (1) the
Sponsor and (2) one or more investment funds advised, managed or controlled by Sponsor and, in each case (whether individually or as a group), their Affiliates, but not initially, however, any portfolio company of any of the foregoing. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Pro Forma Basis” means, with
respect to the calculation of any test, financial ratio, basket or covenant under this Indenture, including the Consolidated Senior Secured Debt Ratio and the Fixed Charge Coverage Ratio and the calculation of Total Assets, of any Person and its
Restricted Subsidiaries, as of any date, that pro forma effect will be given to the Transactions, any acquisition, merger, consolidation, Investment, any issuance, incurrence, assumption or repayment or redemption of Indebtedness (including
Indebtedness issued, incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated), any issuance or redemption of preferred
stock or Disqualified Stock, all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, any operational change (including the entry into any material contract or
arrangement) or any designation of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary, in each case that have occurred during the four consecutive fiscal quarter period of such Person
being used to calculate such test, financial ratio, basket or covenant (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously with the event for which a determination
under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary of the subject Person or was merged or consolidated with or into the subject Person or any other Restricted Subsidiary of the subject
Person after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period. 

  
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 For purposes of making any computation referred to above: 

(1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire period (taking into account any swap contracts applicable to such Indebtedness
if such swap contracts has a remaining term in excess of 12 months); 
 (2) interest on a Capital Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of the Issuer to be the rate of interest implicit in such Capital
Lease Obligation in accordance with GAAP; 
 (3) interest on Indebtedness that may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, an eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may
designate; and 
 (4) interest on any Indebtedness under a revolving credit facility or a Qualified Securitization
Transaction computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. 

Any pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act and (2) prior to the second anniversary of the Issue Date, adjustments calculated to give effect to any Pro Forma Cost Savings to the extent such adjustments, without duplication,
continue to be applicable to the Reference Period; provided that any such adjustments that consist of reductions in costs and other operating improvements or synergies (whether added pursuant to this definition, the definition “Pro Forma
Cost Savings” or otherwise added to Consolidated Net Income or Consolidated EBITDA but excluding the Specified Permitted Adjustments) shall be calculated in accordance with, and satisfy the requirements specified in, the definition of “Pro
Forma Cost Savings.” 
 “Pro Forma Cost Savings” means, without duplication of any amounts referenced in the
definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case,
projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by the Issuer (or any successor thereto) or
any Restricted Subsidiary within 12 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA
from such action; provided that (i) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or
accounting officer, in his or her capacity as such and not in his or her personal capacity, of the Issuer (or any successor thereto) and are reasonably anticipated to be realized within 12 months after the date of such pro forma calculation and
(ii) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated
EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that (i) the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated
EBITDA) shall not exceed with respect to any four quarter period 15% of Consolidated EBITDA (calculated prior to giving effect to any such adjustments and after giving effect to the Specified Permitted Adjustments, if applicable) (such limitation,
the “Cost Savings Cap”) and (ii) the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the
cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 12 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.


  
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 “Purchase” means the acquisition of the assets and liabilities associated
with the business, operations, products, services and activities of the Company. 
 “Purchase Date” means November 30,
2016. 
 “Purchase Money Note” means a promissory note of a Securitization Entity evidencing a line of credit, which may be
irrevocable, from the Issuer or any of its Subsidiaries to a Securitization Entity in connection with a Qualified Securitization Transaction, which note is intended to finance that portion of the purchase price that is not paid by cash or a
contribution of equity. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Qualified Securitization Transaction” means any Securitization Transaction of a Securitization Entity that meets the
following conditions: 
 (1) the Board of Directors of the Issuer shall have determined in good faith that such Qualified
Securitization Transaction (including financing terms, covenants, termination events or other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Entity; 

(2) all sales of accounts receivable and related assets to the Securitization Entity are made at Fair Market Value (as
determined in good faith by the Issuer) and may include Standard Securitization Undertakings; and 
 (3) the financing terms,
covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. 

Notwithstanding anything to the contrary, the grant of a security interest in any accounts receivable of the Issuer or any of its Restricted
Subsidiaries (other than a Securitization Entity) to secure Indebtedness or other obligations under the Company Senior Credit Agreements shall not be deemed a Qualified Securitization Transaction. 

“Qualifying Equity Interests” means Equity Interests of the Issuer other than Disqualified Stock “Regulated
Subsidiary” means any entity that is subject to United States or foreign federal, state or local regulation over its ability to incur Indebtedness or create Liens (including Liens with respect to its own Capital Stock). 

“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 appropriate.

 “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global
Note Legend, the Private Placement Legend and the Tax Legend (if applicable) 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 exchanged therefor upon and after expiration of the Restricted Period. 
 “Regulation S Temporary
Global Note” means a temporary Global Note in the form of Exhibit A hereto bearing the Global Note Legend, Private Placement Legend, Tax Legend (if applicable) and Regulation S Temporary Global Legend 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 of Regulation S. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3) hereof to be placed on all
Regulation S Temporary Global Notes. 

  
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 “Related Business Assets” means assets (other than cash or Cash
Equivalents) used or useful in a Permitted Business and not classified as current assets under GAAP; provided that assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted
Subsidiary will not qualify as Related Business Assets if they consist of securities of a Person, unless upon receipt of such securities such Person becomes a Restricted Subsidiary of the Issuer. 

“Related Party” means (a) with respect to the Sponsor, (i) any investment fund controlled by or under common
control with the Sponsor, any officer or director of the foregoing persons, or any entity controlled by any of the foregoing persons and (ii) any spouse or lineal descendant (including by adoption or stepchildren) of the officers and directors
referred to in clause (a)(i); and (b) with respect to any officer of the Issuer or its Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of such officer and (ii) any trust, corporation or
partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause
(b)(i) above or any combination of these identified relationships. 
 “Responsible Officer” means, when used with respect
to the Trustee, any officer within the corporate trust department of the Trustee, who shall have direct responsibility for the administration of this Indenture, and any other officer of the Trustee to whom any corporate trust matter is referred
because of such officer’s knowledge of and familiarity with the particular subject. 
 “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. 
 “Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S, which period shall terminate on March 20, 2017. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 

“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 Ratings Group. 

“Sale/Leaseback Transaction” means any arrangement relating to property now owned or hereafter acquired by the Issuer or any
of its Restricted Subsidiaries whereby the Issuer or a Restricted Subsidiary of the Issuer transfers such property to a Person and the Issuer or such Restricted Subsidiary of the Issuer leases it from such Person, other than leases between the
Issuer and a Restricted Subsidiary of the Issuer or between the Issuer’s Restricted Subsidiaries. 
 “Secured
Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services or a Treasury Management Arrangement. 

“Securitization Entity” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes
of engaging in a Qualified Securitization Transaction with the Issuer in which the Issuer or any Restricted Subsidiary of the Issuer makes an Investment and to which the Issuer or any Restricted Subsidiary of the Issuer transfers accounts receivable
and related assets) that is designated by the Board of Directors of the Issuer (as provided below) as a Securitization Entity and engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its
Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business and: 

  
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 (1) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (a) is guaranteed by the Issuer or any of its Subsidiaries (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (b) is recourse to or obligates the Issuer or any of its Subsidiaries (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the
Issuer or any of its Subsidiaries (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 

(2) with which neither the Issuer nor any of its Subsidiaries has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer; and 

(3) to which neither the Issuer nor any of its Subsidiaries has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results. 
 Any designation by the Board of Directors of the
Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the foregoing conditions. 
 “Securitization Fees” means distributions or payments made directly or by means
of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary of the Issuer or any of its Restricted Subsidiaries in connection with, a Qualified
Securitization Transaction. 
 “Securitization Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Securitization Transaction to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any of
its Restricted Subsidiaries or a Securitization Entity pursuant to which the Issuer, such Restricted Subsidiary or such Securitization Entity may sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a
Securitization Entity, the Issuer or any of its Restricted Subsidiaries which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of
transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any of its Restricted Subsidiaries which arose in the ordinary course of business of the Issuer or such
Restricted Subsidiary, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving
accounts receivable. 
 “Significant Subsidiary” means 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 date of this
Indenture. 
 “Specified Permitted Adjustments” means all adjustments identified in the calculation of “Adjusted
EBITDA” as set forth in “Summary—Summary Historical Financial and Pro Forma Financial Data” of the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to the Reference Period (it
being understood that such adjustments shall be calculated net of the amount of actual benefits realized or expected to be realized during Reference Period that are otherwise included in the calculation of Consolidated EBITDA). 

  
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 “Sponsor” means Platinum Equity Advisors, LLC and its Affiliates (excluding
any operating portfolio company thereof). 
 “Standard Securitization Undertakings” means representations, warranties,
covenants, indemnities and guarantees of performance entered into by the Issuer or any of its Subsidiaries which the Issuer has determined in good faith to be customary in a Securitization Transaction including, without limitation, those relating to
the servicing of the assets of a Securitization Entity, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof. 
 “Subordinated Indebtedness” means (a) with respect to the
Issuer, any Indebtedness of the Issuer that is by its terms expressly subordinated in right of payment to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor that is by its terms expressly subordinated in right
of payment to its Note Guarantee. 
 “Subsidiary” means, with respect to any specified 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 and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); 
 (2) any partnership, joint venture or limited liability
company or similar entity of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such
Person is a controlling general partner or otherwise controls such entity; and 
 (3) any Person that is consolidated in the
consolidated financial statements of the specified Person in accordance with GAAP. 
 “Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement. 

“Tax Legend” means the legend set forth in Section 2.06(g)(4) hereof to be placed on all Notes (if applicable) issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Total Assets” means the
total consolidated assets of the Issuer and its Restricted Subsidiaries as set forth on the most recent internally available consolidated balance sheet of the Issuer and its Restricted Subsidiaries. 

  
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 “Transactions” means the Purchase, including the payment of the
consideration in connection therewith, the investment by the Principals and the other investors, the issuance of the Notes used to finance the Purchase and the execution of, and borrowings on the Purchase Date under the Company Senior Credit
Agreements, in each case as in effect on the Purchase Date, the pledge and security arrangements in connection with the foregoing, and other actions in connection with the Transactions and, in each case, the payment of fees and expenses related
thereto, including the transaction fee paid to Sponsor in connection with the Purchase. 
 “Transaction Agreement” means
the Transaction Agreement, dated as of July 29, 2016, by and among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power GP, LLC and Cortes NP JV Holdings, LLC. 

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash
management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting
and trade finance services and other cash management services. 
 “Treasury Rate” means, as of any redemption date, the
yield to maturity as of the earlier of (a) such redemption date or (b) the date on which such series of Notes are defeased or satisfied and discharged, of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such 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, 2019; provided, however, that if the period from the redemption date to February 15, 2019 is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa77bbbb), as in effect on the Issue Date and, to the extent required by law, as amended. 

“Trustee” means The Bank of New York Mellon Trust Company, N.A., until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “UCC” or “Uniform
Commercial Code” means the Uniform Commercial Code (or any successor statute) as in effect from time to time in the relevant jurisdiction. 

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement
Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of the
Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt; 

(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the
Issuer unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Issuer or such Restricted Subsidiary than those that might have been obtained at the time of any such agreement, contract,
arrangement or understanding than those that could have been obtained from Persons who are not Affiliates of the Issuer; 

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

  
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 (4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries. 
 Any designation by the Board of Directors of a
Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board of Directors of the Issuer giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the conditions set forth in this definition and in Section 4.17 hereof and was permitted by Section 4.07 hereof. 

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. “Vertiv Group
Contribution” means the proceeds from the Initial Notes offered that are contributed to the Company for purposes of repaying outstanding borrowings under the Company Term Loan Credit Agreement, as described in “Use of Proceeds” in the
Offering Memorandum. 
 “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that
is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest onetwelfth) that will elapse between such date and
the making of such payment; by 
 (2) the then outstanding principal amount of such Indebtedness. 

“Wholly Owned Domestic Subsidiary” means a Wholly Owned Subsidiary that is a Domestic Subsidiary. 

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

“Wholly Owned Subsidiary” means, with respect to any Person, a direct or indirect Subsidiary of such Person, 100% of the
outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 
 Section 1.02 Other Definitions. 

 

			
	 Term
	  	Defined in
Section
	 “Affiliate Transaction”
	  	4.11
	 “Applicable Amount”
	  	Exhibit A
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Cash Interest”
	  	Exhibit A
	 “Change of Control Offer”.
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Cost Savings Cap”
	  	1.01
	 “Covenant Defeasance”
	  	8.03
	 “Determination Date” 
	  	Exhibit A
	 “DTC”
	  	2.03


  
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	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Increased Amount”
	  	4.12
	 “incur”
	  	4.09
	 “Initial Default”
	  	6.04
	 “Interest Payment Date” 
	  	Exhibit A
	 “Interest Period” 
	  	Exhibit A
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Partial PIK Interest”
	  	Exhibit A
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “PIK Interest”
	  	Exhibit A
	 “PIK Note”
	  	2.01(a)
	 “PIK Notice”
	  	4.01
	 “PIK Payment”
	  	2.01(a)
	 “Purchase Date”
	  	3.09
	 “Qualified Reporting Subsidiary”
	  	4.03
	 “Ratio Debt”
	  	4.09
	 “Refinancing Indebtedness”
	  	4.09
	 “Registrar”
	  	2.03
	 “Release”
	  	12.03
	 “Restricted Payments”
	  	4.07
	 “Retained Declined Proceeds”
	  	4.10
	 “Reversion Date”
	  	4.19
	 “Surviving Entity”
	  	5.01
	 “Suspended Covenants”
	  	4.19
	 “Suspension Period”
	  	4.19

 Section 1.03 Rules of Construction. 

Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

(4) the term “including” is not limiting; 

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

(6) “will” shall be interpreted to express a command; 

(7) provisions apply to successive events and transactions; and 

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor
sections or rules adopted by the Commission from time to time. 

  
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 ARTICLE 2 

THE NOTES 
 Section 2.01 Form and
Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any such notations, legends or endorsements are in a form reasonably acceptable to the IssueR. Each Note will
be dated the date of its authentication. Subject to the issuance of PIK Notes or the increase in the principal amount of a Global Note in order to evidence PIK Interest or Partial PIK Interest, as applicable (which PIK Notes or increased principal
amount of a Global Note shall be in minimum denominations of $1.00 or any integral multiple of $1.00 in excess thereof), the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. On any Interest
Payment Date on which the Issuer pays PIK Interest or Partial PIK Interest, as applicable (a “PIK Payment”) with respect to a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall increase the principal amount
of such Global Note by an amount equal to the PIK Interest or Partial PIK Interest, as applicable, payable, rounded up to the nearest whole dollar, for the relevant Interest Period on the principal amount of such Global Note to the credit of the
Holders on the relevant record date and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Issuer makes a PIK Payment by issuing
Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant Interest Period as of the relevant record date for such Interest Payment Date, shall be rounded up to the nearest whole
dollar. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the
Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global form will be
substantially in the form of Exhibit A 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 will be substantially in the form of
Exhibit A 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 will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount of outstanding 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 appropriate, 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 will be made by
the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof or, in the case of an increase resulting from the payment of PIK Interest or Partial
PIK Interest, as applicable, in accordance with the provisions of Sections 2.01(a) and 2.02 hereof and Exhibit A hereto. 
 (c) Temporary
Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, as custodian for the Depositary, 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 Issuer and
authenticated by the Trustee as hereinafter provided. After the expiration of the Restricted Period and upon the receipt by the Trustee of: 

(1) certificates from Euroclear and Clearstream, substantially in the form of Exhibit F hereto, certifying that they have
received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement
Legend, all as contemplated by Section 2.06(b) hereof); and 

  
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 (2) an Officer’s Certificate from the Issuer beneficial interests in
the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with such exchange of the Regulation S Permanent Global Note, the
Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the 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 interests as hereinafter provided. 

(d) 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 will be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream. 

(e) Issuance of Additional Notes. Additional Notes ranking pari passu with the Initial Notes may be issued from time to time by the
Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes (other than the issue date, the issue price, the first Interest Payment Date and the initial interest accrual date) and
shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Sections 4.09 and 4.12 hereof. 

Section 2.02 Execution and Authentication. 

At least one Officer must sign the Notes for the Issuer by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. The signature will
be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 
 The Trustee will, upon receipt of a
written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), together with the other documents required under Sections 13.02 and 13.03 hereof, (a) authenticate (i) Notes for original issue, of which
$500,000,000 in aggregate principal amount will be issued on the Issue Date, and (ii) PIK Notes that may be validly issued under this Indenture and (iii) any Additional Notes and (b) increase the principal amount of any Global Note as
a result of a PIK Payment in the amount set forth in such Authentication OrdeR. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to
one or more Authentication Orders, except as provided in Section 2.07 hereof. 
 The Trustee may appoint an authenticating agent
acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03 Registrar and Paying Agent. 

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

  
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 The Issuer initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes. 
 The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, and Cash Interest on, the Notes, and will notify the Trustee of any default by the Issuer 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 Issuer 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 Issuer or a Subsidiary) will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it will 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 Issuer, the Trustee will serve as Paying Agent for the Notes. 

Section 2.05 Holder Lists. 
 The
Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. 

Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuer for Definitive Notes if: 
 (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the
Depositary; 
 (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, that the Global
Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for
Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee of the certificates required pursuant to Section 2.01(c) hereof; or 

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the beneficial owners
thereof have requested such exchange. 
 Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 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. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (f) hereof. 

  
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 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. None of the Issuer, Trustee, Paying Agent, nor any Agent of the Issuer
shall have any responsibility or liability for any aspect of the records relating to or payment made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global
Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(1) 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 the 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). No written orders
or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) 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)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 

(i) 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 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or 
 (B) both: 

(i) 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 

(ii) 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 the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee of the certificates
required by Section 2.01(e) hereof. 
 (3) 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)(2) above and the Registrar receives the following: 

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

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

(1) 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 receipt by
the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in 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 to the effect set forth in 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 to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor and the Institutional Accredited
Investor takes delivery in the form of a Restricted Definitive Note in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 

(F) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such beneficial interest is
being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate 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 deliver such Definitive Notes to the Persons in whose names such Notes are so 

  
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registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and the
Regulation S Temporary Global Note Legend, as applicable, and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections
2.06(c)(1)(A) and (C) hereof, a beneficial interest in the 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 Restricted Period and (B) the receipt by the Trustee of the certificates required pursuant to Section 2.01(c) hereof, except in the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904. 
 (3) Beneficial Interest 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 if the Registrar receives the following: (i) 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 (ii) 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 in the form of Exhibit B hereto, including the certifications in item (4) thereof; and,
in each case, if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer 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. 

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

(1) 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 Notes 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 in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in 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 to the effect set forth in 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 to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) [Reserved]; 

(F) if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

  
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 (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(e) thereof, 

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

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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
must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

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

(A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer
will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(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, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(2) 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 (i) the Holder of such Restricted Definitive Note proposes to exchange such
Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) 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 in the form of Exhibit B hereto, including the certifications in item (4) thereof, and in each case, if the Issuer
so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer 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. 
 (3) 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)
[Reserved]. 

  
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 (g) Legends. The following legends will 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. 

(1) Private Placement Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form: 
 “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) TO A PERSON WHO IS
NOT, AND FOR A PERIOD OF AT LEAST THREE MONTHS IMMEDIATELY PRIOR TO SUCH TRANSFER HAS NOT BEEN, ONE OF THE ISSUER’S “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOR ACTING ON THE ISSUER’S BEHALF AND (a) IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE
UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (ii) TO THE ISSUER, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) UNDER)
REGULATION S UNDER THE SECURITIES ACT.” 
 (2) Global Note Legend. Each Global Note will bear a legend in
substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY OR ON BEHALF OF 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. 

  
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 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, 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 ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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.” 
 (3) Regulation S Temporary Global Note Legend. In addition to the Private Placement Legend and the
Tax Legend (if applicable), the Regulation S Temporary Global Note will 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 FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.” 
 (4) Tax Legend.
Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) will bear a legend in substantially the following form: 

“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN
THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: VERTIV INTERMEDIATE HOLDING CORPORATION, C/O PLATINUM EQUITY,
LLC, 360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CA 90210, ATTENTION: LEGAL DEPARTMENT.” 
 (h) Cancellation and/or Adjustment of Global
Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will 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 will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Custodian 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 will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Custodian at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

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

  
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 (2) No service charge will be made to a Holder of a beneficial interest in a
Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than
any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14, 4.18 and 9.05 hereof). 

(3) [Reserved]. 

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Issuer, 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. 

(5) Neither the Registrar nor the Issuer will be required: 

(A) to issue, to register the transfer of, or to exchange any Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding Interest Payment Date. 
 (6) (6) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Issuer 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 (subject to the record date provisions of the
Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof. 
 (8) 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. 
 (9) None of the
Issuer, the Trustee, or any Agent shall have any 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 Participants, Indirect Participants, members or Beneficial Owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depository. 

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

  
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 In case any such mutilated, destroyed, lost, or stolen Note has become due and payable, the
Issuer in its sole discretion may, instead of issuing a new Note, pay such Note. 
 Upon the issuance of any new Note under this
Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Note issued pursuant to this Section 2.07 in exchange for any mutilated Note or in lieu of any
destroyed, lost, or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Note shall be at any time enforceable by anyone, and will be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
 The provisions of this
Section 2.07 are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes. 

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 the Issuer 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 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

 If a Note is replaced pursuant to Section 2.07 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. 
 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 Issuer, a
Subsidiary 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 will be deemed to be no longer outstanding and will cease to accrue
interest. 
 None of the Issuer, the Trustee, or any Agent shall have any responsibility or obligation to any Beneficial Owner in a Global
Note, a Participant, an Indirect Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant or Indirect Participant, with respect to any ownership interest in the Notes or with
respect to the delivery to any a Participant, Indirect Participant, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Note. All
notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee
in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Issuer, the Trustee, and each Agent shall be entitled to rely and shall be
fully protected in relying upon information furnished by the Depositary with respect to its Participants, Indirect Participants and any Beneficial Owners. The Issuer, the Trustee, and each Agent shall be entitled to deal with the Depositary, and any
nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuer, the Trustee,
or any Agent have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any
such Global Note, for any transactions between the Depositary and any Participant, Indirect Participant or between or among the Depositary, any such Participant and Indirect Participant and/or any holder or owner of a beneficial interest in such
Global Note, or for any transfers of beneficial interests in any such Global Note. 

  
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 Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent
the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall
impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note. 

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 Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded. 
 Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 

Section 2.11 Cancellation. 
 The
Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee for cancellation any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one
else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirements of the
Exchange Act). Certification of the disposition of all canceled Notes will be delivered to the IssueR. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

Section 2.12 Defaulted Cash Interest. 

If the Issuer defaults in a payment of Cash Interest on the Notes, it will pay the defaulted Cash Interest in any lawful manner plus, to
the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof; provided that if the Issuer
pays the defaulted Cash Interest prior to the date that is 30 days after the date of default in payment of Cash Interest, payment shall be to the recordholders of the Notes as of the original record date. The Issuer will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. If such default in interest continues for 30 days, the Issuer will fix or cause to be fixed each such special record date and payment
date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted Cash Interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the
Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) to Holders a
notice that states the special record date, the related payment date and the amount of such Cash Interest to be paid. 

  
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 Section 2.13 CUSIP Numbers. 

The Issuer in issuing the Notes may use “CUSIP” or other similar numbers (if then generally in use) and, if so, the Trustee shall use
“CUSIP” or other similar numbers 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 Issuer will as
promptly as practicable notify the Trustee in writing of any change in “CUSIP” or other similar numbers. 
 ARTICLE 3 

REDEMPTION AND PREPAYMENT 
 Section 3.01
Notices to Trustee. 
 If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 35 days (or 45 days in case of a partial redemption of Definitive Notes) (or such shorter period acceptable to the Trustee) but not more than 60 days before a redemption date, an Officer’s
Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 

(2) the redemption date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price, if then ascertainable. 

Section 3.02 Selection of Notes to Be Redeemed or Purchased. 

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Notes shall be selected for redemption
or purchase by lot (subject to Section 4.10 or 4.14, as applicable). If the Notes are represented by Global Notes, interests in such Global Notes will be selected for redemption or purchase by DTC in accordance with its applicable procedures.

 In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased will be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date from the outstanding Notes not previously called for redemption or purchase. 

The Trustee will promptly notify the Issuer 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 will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof (or if a PIK Payment has been made, in
minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof); 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 shall be redeemed or
purchased; provided, that the unredeemed or unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, in a minimum denomination of $1.00). 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 Redemption. 

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuer will
mail or cause to be mailed, by first class mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically), a notice of 

  
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redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed or sent more than 90 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 

The notice will identify the Notes to be redeemed and will state: 

(1) the redemption date; 

(2) the redemption price, or if not then ascertainable, the manner of calculation thereof, 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note (or transferred by book entry); 

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

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

(6) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes; and 
 (9) if the redemption is conditional, the
one or more conditions precedent and that the Issuer may delay the redemption in its discretion until such time as the condition or conditions are satisfied or waived. 

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at the Issuer’s expense;
provided, however, that the Issuer has delivered to the Trustee, at least 5 days prior to the delivery of the notice to the Holders (or such shorter period as is acceptable to 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. 
 Except as provided in Section 3.07(f) hereof, once notice of redemption is mailed or
transmitted in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. The notice, if mailed or transmitted 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 by such other means as may be required hereby 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 will cease to accrue on the Notes or
portion thereof called for redemption. 
 Section 3.05 Deposit of Redemption or Purchase Price. 

Prior to 10:00 a.m. Eastern Time on the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or
the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased. 

  
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 If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the
failure of the Issuer 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 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 Issuer will issue, and upon receipt of an Authentication Order,
together with the documents required in Sections 13.02 and 13.03 hereof, the Trustee will authenticate for the Holder at the expense of the Issuer, a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered
(or transfer such Note by book entry). 
 Section 3.07 Optional Redemption. 

(a) At any time prior to February 15, 2019, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount
of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 112.000% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to the
date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the net cash proceeds of an Equity Offering; provided
that: 
 (1) at least 50% of the aggregate principal amount of Notes issued under this Indenture (including any
Additional Notes and PIK Notes (or any increase in the principal amount of a Global Note pursuant to the payment of PIK Interest or Partial PIK Interest in accordance with the terms of this Indenture), but excluding Notes held by the Issuer, any
direct or indirect parent of the Issuer or any of the Issuer’s Subsidiaries) remain outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. 

(b) At any time prior to February 15, 2019, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a
redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the rights of Holders of Notes on a relevant record date
to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. Promptly after the calculation of the redemption price under this clause (b), the Issuer shall give the Trustee notice thereof. 

(c) The Issuer will have the right to redeem the Notes at 101% of the principal amount thereof following the consummation of a Change of
Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control. 

(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to February 15, 2019.

 (e) On or after February 15, 2019, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the
12-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or
prior to the redemption date: 

  
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	 Year
	  	Percentage	 
	 2019
	  	 	106.000	% 
	 2020
	  	 	103.000	% 
	 2021 and thereafter
	  	 	100.000	% 

 Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable redemption date. 
 (f) Any redemption pursuant to this Section 3.07 shall
be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notices of any redemption (including with net cash proceeds of an Equity Offering) made pursuant to this Section 3.07 may specify one or more conditions precedent to such
redemption, including, but not limited to, consummation of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of
one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or
such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed.
If any such condition precedent has not been satisfied, the Issuer shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date. Upon receipt, the Trustee shall provide such notice to each
Holder of the Notes in the same manner in which the notice of redemption was given. 
 Section 3.08 Mandatory Redemption. 

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds. 

In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an offer to all Holders to purchase Notes (an
“Asset Sale Offer”), it will follow the procedures specified below. 
 The Asset Sale Offer shall be made to all Holders and all
holders of other Indebtedness of the Issuer or any Guarantor that ranks pari passu with the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of
sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the
“Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other
pari passu Indebtedness (to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered or required to be repaid or redeemed), and thereafter, the Notes to be purchased shall
be selected on a pro rata basis (subject to applicable DTC procedures with respect to the Global Notes) based on the principal amount tendered (with, in each case, such adjustments as may be deemed appropriate by the Issuer or the Trustee, as
applicable, so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof), will be
purchased, provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, a minimum denomination of $1.00)) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer shall be purchased. Payment for any Notes so purchased will be made in the same manner as principal and interest payments are made. 

If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid
interest will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 

  
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 Upon the commencement of an Asset Sale Offer, the Issuer will send, by first class mail (or
with respect to Global Notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically), a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale OffeR. The notice, which will govern the terms of the Asset Sale Offer, will state: 

(1) 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 will remain open; 
 (2) the Offer Amount, the purchase price and the Purchase Date; 

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

(4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in
excess thereof); provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, a minimum denomination of $1.00); 

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer the Note by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the
notice at least three Business Days before the Purchase Date; 
 (7) that Holders will be entitled to withdraw their election
if the Issuer, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, 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; 

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof
exceeds the Offer Amount, the Issuer will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered or required to be
prepaid or redeemed, and thereafter the Trustee will select the Notes to be purchased on a pro rata basis (subject to applicable DTC procedures with respect to Global Notes) based on the principal amount tendered (with, in each case, such
adjustments as may be deemed appropriate by the Issuer or the Trustee, as applicable, so that only Notes in minimum denominations of $2,000, or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum
denominations of $1.00 and any integral multiple of $1.00 in excess thereof), will be purchased; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, a minimum
denomination of $1.00)); and 
 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase
Date, the Issuer will, to the extent lawful, accept for payment (on a pro rata basis to the extent necessary), the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in
accordance with the terms of this Section 3.09. The Issuer, the 

  
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depositary or the Paying Agent, as the case may be, will promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted
by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, together with the documents required under Sections 13.02 and 13.03 hereof, will authenticate and mail or deliver
(or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 ARTICLE 4 

COVENANTS 
 Section 4.01 Payment of
Notes. 
 The Issuer will pay or cause to be paid the principal of, premium on, if any, and interest, if any, on, the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and Cash Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the
due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. In the event that the Issuer shall determine to pay PIK Interest
(including Partial PIK Interest) for any Interest Period, then the Issuer shall deliver a notice set forth in an Officer’s Certificate (a “PIK Notice”) to the Trustee following the Determination Date but at least five Business
Days prior to the first day of the relevant Interest Period, upon which the Trustee may conclusively rely, which notice shall (x) set forth in reasonable detail the Issuer’s determination of each component of the definition of Applicable
Amount and in the case of clause (i)(a) of the definition of Applicable Amount, identifying in reasonable detail the applicable restrictions and the maximum amount of funds that may be paid after giving effect to such restriction and (y) state
the total amount of interest to be paid on the Interest Payment Date in respect of such Interest Period, and the amount of such interest to be paid as PIK Interest or Partial PIK Interest, as the case may be. The Trustee, on behalf of the Issuer,
shall promptly deliver a corresponding notice provided by the Issuer to the Holders. For the avoidance of doubt, interest on the Notes in respect of any Interest Period for which a PIK Notice is not delivered in accordance with the this
Section 4.01 must be paid entirely in cash. Interest for the first Interest Period commencing on the Issue Date and for the last Interest Period ending at Stated Maturity shall be payable entirely in cash. PIK Interest and Partial PIK Interest
shall be considered paid on the date due if the Trustee has received at least two Business Days prior to the relevant Interest Payment Date (i) a written order, pursuant to Section 2.02, from the Issuer signed by an Officer of the Issuer
to increase the balance of any Global Note to reflect such PIK Interest or Partial PIK Interest, as applicable, or (ii) a PIK Note duly executed by the Issuer together with a written order, pursuant to Section 2.02, of the Company signed
by an Officer of the Issuer requesting the authentication of such PIK Notes by the Trustee. 
 The Issuer will pay interest in cash
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of Cash Interest at the same stepped-up rate to the extent lawful. 

Section 4.02 Maintenance of Office or Agency. 

The Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or
fails 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 Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Issuer will 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. 

  
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 The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.03 hereof. 
 Section 4.03 Reports. 

(a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will provide to
the Trustee, and, upon request, to Holders of Notes, a copy of all of the information and reports referred to below: 
 (1)
within 90 days after the end of each fiscal year, annual audited consolidated financial statements of the Issuer that would have been required to be contained in an Annual Report on Form 10-K under the
Exchange Act if the Issuer had been a reporting company under the Exchange Act for such fiscal year (but only to the extent similar information is presented in the Offering Memorandum) including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” with respect to the periods presented and a report on the annual financial statements by the Issuer’s independent accountants (all of the foregoing financial information to be prepared on a
basis substantially consistent with the corresponding financial information included in the Offering Memorandum); 
 (2)
within 45 days after the end of each of the first three fiscal quarters of each fiscal year thereafter (or 60 days after the end of each of the three fiscal quarters after the Issue Date for which delivery hereunder is required), unaudited quarterly
consolidated financial statements of the Issuer (including a balance sheet, statement of operations and statement of cash flows) that would have been required to be contained in a Quarterly Report on Form 10-Q
under the Exchange Act if the Issuer had been a reporting company under the Exchange Act for the interim period as of, and for the period ending on, the end of such fiscal quarter (but only to the extent similar information is presented in the
Offering Memorandum) including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent with the
corresponding financial information included in the Offering Memorandum), subject to normal year-end adjustments and the absence of footnotes; and 

(3) within 15 days after the time period specified for filing current reports on Form
8-K by the Commission, current reports containing substantially all of the information (other than exhibits) that would be required to be filed in a Current Report on Form
8-K under the Exchange Act on the Purchase Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any of the
foregoing) of Form 8-K if the Issuer had been a reporting company under the Exchange Act; provided, however, that no such Current Report will be required to be furnished if the Issuer determines in its
good faith judgment that such event is not material to holders or the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole; 

provided, however, that in addition to providing such information to the Trustee, the Issuer will be required to make available to the Holders,
prospective investors, market makers affiliated with any initial purchaser and securities analysts such information by posting to their website or on IntraLinks or any comparable password-protected online data system, in each case, subject to the
extensions provided for in clauses (1) and (2) of this Section 4.03(a), within 15 days after the time the Issuer would be required to file such information with the Commission if it were subject to Section 13 or 15(d) of the Exchange
Act. 
 (b) Notwithstanding the foregoing, (a) the Issuer will not be required to furnish any information, certificates or reports
required by (i) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-GAAP financial measures contained therein or (iii) Rule 3-09 of
Regulation S-X, (b) such reports will not be required to contain the separate financial information for Subsidiaries whose securities are pledged to secure the Notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X and (c) such reports shall 

  
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not be required to present compensation required by Item 402 of Regulation S-K or otherwise or beneficial ownership information; provided, however,
that, if applicable, the Issuer shall provide guarantor/non-guarantor financial data customary for a Rule 144A offering memorandum and consistent with the Offering Memorandum. 

(c) The Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders of the Notes if the Issuer or any
direct or indirect parent of the Issuer has filed such reports with the Commission via the EDGAR (or successor) filing system and such reports are publicly available. 

(d) For so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial
information required to be provided by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto, in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Issuer. 
 (e) In addition, to the extent not satisfied by the foregoing, the Issuer will
agree that, for so long as any Notes are outstanding, it will furnish to holders of the Notes 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 (or any successor provision). 
 (f) In addition, notwithstanding the foregoing, the financial statements, information and
other information and documents required to be provided as described in this Section 4.03 may be, rather than those of the Issuer, those of (a) any predecessor or successor of the Issuer or any entity meeting the requirements of clause
(b) or (c) of this paragraph, (b) the Company (or any other Wholly Owned Subsidiary of the Issuer) so long as the Company (or such other Wholly Owned Subsidiary), together with its consolidated Subsidiaries, constitutes substantially all
of the assets of the Issuer and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (c) any direct or indirect parent of the Issuer; provided that, if the financial information so furnished relates to
such Qualified Reporting Subsidiary of the Issuer or such direct or indirect parent of the Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Issuer or on a
non-public, password-protected website maintained by the Issuer or a third party, that explains in reasonable detail (including select quantitative metrics) the differences between the information relating to
such Qualified Reporting Subsidiary or such parent entity (as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, as applicable. For the avoidance of
doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. 
 (g) Notwithstanding the
foregoing, the requirements of this covenant shall be deemed satisfied by posting reports on the Issuer’s or the Company’s website (or on the publicly available website of any of its parent companies or Subsidiaries) containing the
financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be provided by this Section 4.03, subject to exceptions consistent with
the presentation of financial information in the Offering Memorandum. The Trustee will have no responsibility to determine whether such posting has occurred; 

(h) So long as Notes are outstanding, the Issuer will also: 

(a) within 15 Business Days after furnishing to the Trustee the annual and quarterly reports required by
Section 4.03(a)(1) and (2), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and 

(b) post to its website or on IntraLinks or any comparable password-protected online data system, which will require a
confidentiality acknowledgment, prior to the date of the conference call required to be held in accordance with Section 4.03(h)(a), announcing the time and date of such conference call and either including all information necessary to access
the call or informing holders, prospective investors, market makers affiliated with any initial purchaser and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login
information. 

  
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 Any Person who requests or accesses such financial information required by this covenant
will be required to represent to the Issuer (to the reasonable good faith satisfaction of the Issuer) that: 
 (1) it is a
Holder, a Beneficial Owner of the Notes, a prospective investor in the Notes or a market maker or securities analyst; 
 (2)
it will keep such information confidential and will not communicate the information to any Person; and 
 (3) it is not a
Person (which includes such Person’s Affiliates) that (i) is principally engaged in a Permitted Business or (ii) derives a significant portion of its revenue from operating a Permitted Business. 

Notwithstanding anything herein to the contrary, failure by the Issuer to comply with any of its obligations hereunder for purposes of
Section 6.01(3) will not constitute an Event of Default thereunder until 120 days after the receipt of the written notice delivered thereunder. 

The delivery of any 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 knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). 
 Section 4.04 Compliance Certificate. 

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that in
the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knew of any Default or Event of Default that
occurred during such period (and, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer or Guarantors, if any, are taking or propose to take
with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Issuer or Guarantors, if any, are taking or propose to take with respect thereto. 

(b) So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any
Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer or Guarantors, if any, are taking or propose to take with respect thereto. 

Section 4.05 Taxes. 
 The Issuer will
pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate 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 Issuer and each of the Guarantors, if any, covenants (to the extent that it may lawfully do so) that it will 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; the Issuer
and each of the Guarantors, if any (to the extent that it may lawfully do so), hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 

  
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 Section 4.07 Restricted Payments. 

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

(1) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its
Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) (other than dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer); 

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or
consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer; 
 (3)
make any voluntary or optional payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note
Guarantee, except a payment of interest when due or principal at the Stated Maturity thereof or the purchase, redemption, repurchase, defeasance, acquisition or retirement for value of any such Indebtedness within 365 days of the Stated Maturity
thereof; or 
 (4) make any Restricted Investment 

(all such payments and other actions set forth in clauses (1), (2), (3) and (4) of this Section 4.07(a), being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment: 
 (x) no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; 
 (y)
(A) in the case of any Restricted Payment by the Issuer or any of its Restricted Subsidiaries (other than the Company and its Subsidiaries), the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if
such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a)(i) and (B) in the case of any Restricted Payment by the Company or any of its Restricted Subsidiaries, the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Ratio test set forth in Section 4.09(a)(ii) hereof;

 (z) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer or its
Restricted Subsidiaries since the Issue Date (including Restricted Payments permitted by Section 4.07(b)(3) hereof and excluding Restricted Payments permitted by all other clauses of Section 4.07(b) hereof) is less than the sum, without
duplication, of: 
 (A) 50% of the Consolidated Net Income (it being understood that for purposes of calculating Consolidated
Net Income of the Issuer and its Restricted Subsidiaries pursuant to this clause (z)(A) only, in the case of any Restricted Payment by the Company or any of its Restricted Subsidiaries, any of the Issuer’s
non-cash interest expense and amortization of original issue discount shall be excluded) of the Issuer for the period (taken as one accounting period) from October 1, 2016 to the end of the most recently
ended fiscal quarter for which internal financial statements of the Issuer are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 

  
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 (B) 100% of the aggregate net proceeds, including cash and Fair Market Value
of property other than cash (as determined in accordance with Section 4.07(c) hereof), received by the Issuer since the Purchase Date as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests of the
Issuer or any direct or indirect parent of the Issuer (excluding, without duplication, Designated Preferred Stock, the Cash Contribution Amount and Excluded Contributions), or from the issue or sale of Disqualified Stock of the Issuer or debt
securities of the Issuer, in each case that have been converted into or exchanged for Qualifying Equity Interests of the Issuer (other than Qualifying Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a
Subsidiary of the Issuer); plus 
 (C) 100% of the aggregate amount of cash and the Fair Market Value of property
other than cash (as determined in accordance with Section 4.07(c) hereof) received by the Issuer or a Restricted Subsidiary of the Issuer from (A) the sale or disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer)
of Restricted Investments made after the Purchase Date and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or its Restricted Subsidiaries) and from
repayments of loans or advances that constituted Restricted Investments made after the Purchase Date; (B) the sale (other than to the Issuer and its Restricted Subsidiaries) of the Capital Stock of an Unrestricted Subsidiary; (C) a
distribution or dividend from an Unrestricted Subsidiary, to the extent that such amounts were not otherwise included in the Consolidated Net Income of the Issuer for such period; and (D) any Restricted Investment that was made after the
Purchase Date in a Person that is not a subsidiary at such time that subsequently becomes a Restricted Subsidiary of the Issuer; plus 

(D) in the event that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a
Restricted Subsidiary or has been merged or consolidated with or into or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer, in each case after the Issue Date, 100% of the Fair Market Value
of the Issuer’s Restricted Investment in such Subsidiary (as determined in accordance with Section 4.07(c) hereof) as of the date of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable),
after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such
Subsidiary as an Unrestricted Subsidiary constituted a Permitted Investment); plus 
 (E) $25.0 million. 

(b) The provisions of Section 4.07(a) hereof will not prohibit: 

(1) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by
a Restricted Subsidiary of the Issuer to the holders of its Equity Interests so long as the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution; 

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount
of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of Section 4.07(a)(z)(B) hereof; 

(3) the payment of any dividend or the consummation of any redemption within 60 days after the date of declaration of the
dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 

(4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any
Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Refinancing Indebtedness; 

  
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 (5) the repurchase, retirement or other acquisition (or the declaration and
payment of dividends to, or the making of loans to, any direct or indirect parent of the Issuer, to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer, any direct or indirect parent of the
Issuer or any Restricted Subsidiary of the Issuer held by any future, present or former employee, director or consultant of the Issuer, any direct or indirect parent of the Issuer or any Subsidiary of the Issuer (or any such Person’s estates or
heirs) (other than any employee, director or consultant that is a former, current or future employee, manager, member, equity holder, partner, officer, director or agent of any of the Principals) pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or other similar agreement or arrangement; provided that the aggregate amounts paid under this Section 4.07(b)(5) do not exceed $30.0 million in any calendar year (with
unused amounts in any calendar year being permitted to be carried over for the next two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Qualifying Equity Interests
of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer), to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer
(other than any member of management, director or consultant that is a former, current or future employee, manager, member, equity holder, partner, officer, director or agent of any of the Principals) that occurs after the Purchase Date; provided
that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments pursuant to Section 4.07(a)(z) hereof; plus 

(b) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer
(to the extent contributed to the Issuer) and its Restricted Subsidiaries after the Purchase Date; 
 provided that
the Issuer may elect to apply all or any portion of the aggregate increase contemplated by Section 4.07(b)(5)(a) and Section 4.07(b)(5)(b) in any calendar year; 

(6) the repurchase of Equity Interests (or the declaration and payment of any dividends to, or the making of loans to, any
direct or indirect parent of the Issuer to finance such repurchase) (i) deemed to occur upon the exercise of stock options, warrants or other similar stock-based awards to the extent such Equity Interests represent a portion of the exercise
price of those stock options, warrants or other similar stock-based awards, or (ii) in connection with a gross-up for tax withholding related to such Equity Interests; 

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of a class or series of Disqualified
Stock of the Issuer or any preferred stock of any Restricted Subsidiary of the Issuer issued on or after the Purchase Date in accordance with Section 4.09 hereof; 

(8) payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted
Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares or upon the purchase, redemption or acquisition of fractional shares (or the declaration and payment of any dividends to, or the making of loans to, any direct or
indirect parent of the Issuer to finance such payment, purchase, redemption or acquisition), including in connection with (i) the exercise of options or warrants, (ii) the conversion or exchange of Capital Stock or (iii) stock
dividends, splits or combinations or business combinations; 
 (9) Permitted Payments to Parent; 

  
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 (10) purchases of receivables pursuant to a Securitization Repurchase
Obligation in connection with a Qualified Securitization Transaction and distributions or payments of Securitization Fees; 

(11) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or
indirect parent of the Issuer to fund the payment of dividends on its common stock) in an aggregate amount of up to 6.0% per annum of the net proceeds received by the Issuer (or by any direct or indirect parent of the Issuer and contributed to the
Issuer) from any Equity Offering of the Issuer or any direct or indirect parent of the Issuer; 
 (12) Restricted Payments
that are made with Excluded Contributions; 
 (13) the payment of dividends, other distributions and other amounts by the
Issuer to, or the making of loans to, any direct or indirect parent of the Issuer, in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any direct or indirect parent of the Issuer, if applicable, to pay
interest and/or principal on Indebtedness the proceeds of which have been permanently contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer or any of
its Restricted Subsidiaries incurred in accordance with Section 4.09 hereof; 
 (14) the payment, purchase, redemption,
defeasance or other acquisition or retirement for value of Indebtedness that is contractually subordinated to the Notes, Disqualified Stock or preferred stock of the Issuer and its Restricted Subsidiaries pursuant to provisions similar to those
described in Section 4.10 and Section 4.14 hereof; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Issuer (or a third party to the extent permitted by this
Indenture) has made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all Notes validly tendered and not
withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be; 
 (15) the distribution,
as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries; 

(16) other Restricted Payments in an aggregate amount taken together will all other Restricted Payments made pursuant to this
Section 4.07(b)(16) not to exceed $25.0 million; 
 (17) any Restricted Payment made in connection with the
Transactions described or contemplated by the Offering Memorandum and the fees and expenses related thereto or to fund amounts owed to Affiliates (including the declaration and payment of dividends to, or the making of loans to, any direct or
indirect parent company of the Issuer to fund such payment), in each case to the extent permitted by Section 4.11 hereof; 

(18) the repayment of intercompany debt between or among the Issuer and any of its Restricted Subsidiaries; 

(19) payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a
sale, consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole that complies with the terms of this Indenture, including Section 5.01 hereof; 

(20) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends or
distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Purchase Date and the declaration and payment of dividends to any direct or indirect parent of the Issuer, the proceeds of
which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of 

  
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any direct or indirect parent of the Issuer, issued after the Purchase Date; provided, however, that (a) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four
full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Designated Preferred Stock is issued, after giving effect to such issuance (and the payment of dividends or distributions) on a
pro forma basis, would have been at least 2.00 to 1.00 and (b) the aggregate amount of dividends declared and paid pursuant to this Section 4.07(b)(20) does not exceed the net cash proceeds actually received by the Issuer from any such
sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Purchase Date; and 
 (21) the making of
any Restricted Payment in connection with the Dividend Transactions and the payment of any reasonable fees or expenses incurred in connection therewith (including dividends to any direct or indirect parent of the Issuer to fund payment of such fees
or expenses; 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (16) and (20)
of this Section 4.07(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) 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 Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with this Section 4.07, in the event that a
Restricted Payment or Investment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (21) of Section 4.07(b) hereof, or is entitled to be incurred pursuant to Section 4.07(a)
hereof, the Issuer will be entitled to classify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment or Investment (or portion thereof) in any manner that complies with
this Section 4.07 or the definition of “Permitted Investment” and/or one or more of the exceptions contained in the definition of “Permitted Investment.” If the Issuer makes a Restricted Payment that, at the time of the
making of such Restricted Payment, in the good faith determination of the Issuer, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture
notwithstanding any subsequent adjustment made in good faith to the Issuer’s financial statements affecting Consolidated Net Income. 

Notwithstanding anything to the contrary in this Indenture or in the Company Notes Indenture, the Issuer will only, and will only permit any
of its Restricted Subsidiaries to, give effect to the Vertiv Group Contribution as a contribution to the common equity capital of the Company or otherwise under the Company Notes Indenture or any successor indenture to the Company Notes Indenture
for the purpose of making Restricted Payments to the Issuer the proceeds of which will be used by the Issuer to pay Cash Interest on the Notes. Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly make any Restricted Payment if the Issuer paid all or any portion of the interest due on the Notes in the form of PIK Interest or Partial PIK Interest on the Interest Payment Date immediately
preceding the date of the proposed Restricted Payment. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or
indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: 

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or
with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 

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

  
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 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or
restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions of the Issuer or any of its
Restricted Subsidiaries (i) in effect on the Issue Date or (ii) pursuant to the Company Notes, the Company Senior Credit Agreements and other documents relating to the Company Notes and the Company Senior Credit Agreements; 

(2) this Indenture, the Notes and the Note Guarantees (if any) (and any additional notes and related guarantees); 

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any
amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in
agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Issuer in good faith) and in the case of
(ii) either (x) the Issuer determines (in good faith) that such encumbrance or restriction will not affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only
during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness; 

(4) applicable law, rule, regulation, order, approval, license permit or similar restriction; 

(5) any instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 

(6) customary non-assignment or sub-letting
provisions in contracts, leases, subleases and licenses entered into in the ordinary course of business; 
 (7) purchase
money obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 

(8) contracts for the sale or other disposition of Capital Stock or assets, including any agreement for the sale or other
disposition of a Restricted Subsidiary of all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other
disposition; 
 (9) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing
such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

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

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is
applicable only to the assets that are the subject of such agreements; 

  
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 (12) restrictions on cash, Cash Equivalents or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of business; 
 (13) customary provisions in joint
venture agreements and other similar agreements entered into in the ordinary course of business; 
 (14) any Restricted
Investment not prohibited by Section 4.07 hereof and any Permitted Investment; 
 (15) any encumbrance or restriction of
a Securitization Entity effected in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity; 

(16) other Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary of the Issuer that is incurred by a
Foreign Subsidiary of the Issuer subsequent to the Purchase Date pursuant to Section 4.09 hereof that imposes restrictions solely on the Foreign Subsidiary party thereto or its Subsidiaries; 

(17) other Indebtedness of Restricted Subsidiaries that are non-Guarantors that is
incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; provided that any such Indebtedness incurred by Restricted Subsidiaries that are not Guarantors formed or acquired after the Issue Date (other than Indebtedness
allowed to be incurred by Foreign Subsidiaries pursuant to clause (16) of this Section 4.09)) shall only contain customary encumbrances or restrictions no more restrictive, taken as a whole, than those in effect on the Issue Date; 

(18) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that
the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Issuer; provided that such agreement was not entered into in anticipation of the
Unrestricted Subsidiary becoming a Restricted Subsidiary of the Issuer and any such encumbrance or restriction does not extend to any assets or property of the Issuer of any Restricted Subsidiary other than the assets and property of such
Unrestricted Subsidiary; 
 (19) provisions with respect to the receipt of a rebate on an operating lease until all
obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary of the Issuer in connection with a Sale/Leaseback Transaction; 

(20) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer or the ability of the Issuer or such Restricted Subsidiary to realize such value,
or to make any distributions relating to such property or assets in each case in any material respect, and 
 (21) any
encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (1) through (20) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Issuer, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing. 

  
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 For purposes of determining compliance with this covenant, (i) the priority of any
preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and
(ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make
loans or advances. 
 Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock. 

(a) The Issuer will not, and will 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, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and
will not permit (a) any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or (b) any of its Restricted Subsidiaries that are not Guarantors to issue any shares of preferred stock; provided, however, that
(i) the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Issuer and any Restricted Subsidiary of the Issuer (other than the Company or any of its Restricted Subsidiaries) may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been 2.0 to 1.0 or greater and (ii) the Company and its Restricted Subsidiaries
may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been 2.0 to 1.0 or greater (“Ratio Debt”). 

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following (collectively, “Permitted
Debt”): 
 (1) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under any Credit
Agreement, the guarantees thereof 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) up to an aggregate outstanding principal amount not to exceed the sum of (i) $2,810.0 million, plus (ii) up to an aggregate amount not to exceed at any one time outstanding, the greater of (x) $550.0 million (this
clause (ii) to be limited to Indebtedness under any Credit Agreement that is in the form of a revolving credit facility, including without limitation asset-based and cash flow revolving facilities) and (y) the Borrowing Base as of the date
of such incurrence, less, in each case of this clause (ii), the aggregate amount under Securitization Transaction incurred by a Securitization Entity; 

(2) Indebtedness of the Issuer and its Restricted Subsidiaries existing on the Issue Date (including the Company Notes and
related guarantees thereof, but excluding Indebtedness described in this Section 4.09(b)(1) and (3)); 
 (3) the
incurrence by the Issuer and its Restricted Subsidiaries (including any future Guarantors) of Indebtedness represented by the notes to be issued on the Issue Date or any PIK Notes issued from time to time to pay PIK Interest in accordance with the
terms of this Indenture, and any Note Guarantee with respect to the foregoing; 
 (4) Indebtedness, Disqualified Stock or
preferred stock incurred by the Issuer or any of its Restricted Subsidiaries, including Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations (including such Indebtedness as lessee or guarantor), in
each case, incurred for the purpose of financing all or any part of the acquisition, lease or cost of design, construction, installation, repair, replacement or improvement of property, plant or equipment used or useful in a Permitted Business,
whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (4), not to 

  
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exceed the greater of (x) $180.0 million and (y) 3.0% of Total Assets (measured at the time of the incurrence), at any one time outstanding, plus, in the case of any refinancing of
any Indebtedness permitted under this clause (4) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing; 

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or preferred stock
of the Issuer or a Restricted Subsidiary that serves to refund, refinance, replace, redeem, repurchase, retire or defease, and is in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to
or less than, Indebtedness incurred or Disqualified Stock or preferred stock issued as Ratio Debt or permitted under clauses (2), (3), (4), (5), (13) or (17) of this Section 4.09(b) or subclause (y) of each of clauses(12) or
(21) of this Section 4.09(b) (provided that any amounts incurred under this Section 4.09(b)(5) as Refinancing Indebtedness of subclause (y) of Section 4.09(b)(4), (12) or (21) shall reduce the amount available
under such subclause (y) of such clauses) so long as such Refinancing Indebtedness remains outstanding or any Indebtedness incurred or Disqualified Stock or preferred stock issued to so refund, replace, refinance, redeem, repurchase, retire or
defease such Indebtedness, Disqualified Stock or preferred stock, plus any additional Indebtedness incurred or Disqualified Stock or preferred stock issued to pay unpaid accrued interest and the aggregate amount of premiums (including
reasonable tender premiums), and underwriting discounts, defeasance costs and fees and expenses in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness: 
 (a) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded, refinanced, replaced, redeemed, repurchased or retired; 

(b) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded, refinanced,
replaced, redeemed, repurchased or retired; 
 (c) to the extent that such Refinancing Indebtedness refinances
(i) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness is Disqualified Stock or preferred stock, respectively; and 

(d) shall not include (x) Indebtedness, Disqualified Stock or preferred stock of a
Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of the Issuer or a Guarantor, or (y) Indebtedness or Disqualified Stock of the Issuer or Indebtedness,
Disqualified Stock or preferred stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary; 

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness and cash management pooling
obligations and arrangements between or among the Issuer and any of its Restricted Subsidiaries; provided, however, that: 

(A) if the Issuer or any Guarantor is the obligor on such Indebtedness (other than cash management pooling obligations and
arrangements) and the payee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or
the Note Guarantee, in the case of the Issuer or a Guarantor; and 
 (B) (i) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a
Restricted Subsidiary of the Issuer will be deemed, in each case, to constitute an issuance of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(6); 

  
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 (7) the issuance by any of the Issuer’s Restricted Subsidiaries to the
Issuer or to any other Restricted Subsidiary of the Issuer of shares of preferred stock; provided, however, that: 

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person
other than the Issuer or a Restricted Subsidiary of the Issuer; and 
 (B) any sale or other transfer of any such preferred
stock to a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer; 
 will be deemed, in each case, to constitute an
issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this Section 4.09(b)(7); 
 (8)
the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Hedging Obligations or Treasury Management Arrangement in the ordinary course of business and not for speculative purposes; 

(9) the guarantee by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness and cash management pooling
obligations and arrangements of the Issuer or a Restricted Subsidiary of the Issuer, in each case, to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 4.09; provided that if
the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 

(10) the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Indebtedness in respect of letters of
credit, bank guarantees, workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other issuance or self-insurance obligations, bankers’ acceptances,
guarantees, performance, surety, statutory, appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including guarantees or obligations with respect thereto (in each case
other than for an obligation for money borrowed); provided, however, that upon the drawing of any letters of credit, such obligations are reimbursed within 30 days following such drawing; 

(11) the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Indebtedness arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds; 

(12) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount pursuant to this
Section 4.09(b)(12), including all Indebtedness of Foreign Subsidiaries incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 4.09(b)(12), not to exceed the greater of (x)
$120.0 million (or the equivalent thereof, measured at the time of each incurrence, in the applicable foreign currency) and (y) 2.0% of Total Assets (measured at the time of incurrence), plus in the case of any refinancing of any
Indebtedness permitted under this Section 4.09(b)(12) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing,
outstanding at any one time; 
 (13) Indebtedness, Disqualified Stock or preferred stock (i) of the Issuer or any of its
Restricted Subsidiaries incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person (including any merger of such Person with the Issuer or any of its Restricted Subsidiaries) and (ii) of
any Person that is acquired by the Issuer or any of its Restricted Subsidiaries or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture and (2) Indebtedness incurred or assumed in
anticipation of an acquisition of any assets, business or Person; provided, however, that after giving effect to such acquisition, merger or consolidation and the incurrence of such Indebtedness: 

  
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 (a) in the case of Indebtedness incurred by the Issuer or any of its
Restricted Subsidiaries (other than the Company or any of its Restricted Subsidiaries), either (x) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to clause (i) of the definition of Ratio Debt or
(y) the Fixed Charge Coverage Ratio of the Issuer is equal to or greater than immediately prior to such acquisition, merger or consolidation; or 

(b) in the case of Indebtedness incurred by the Company or any of its Restricted Subsidiaries, either (x) the Company
would be permitted to incur at least $1.00 of additional Indebtedness pursuant to clause (ii) of the definition of Ratio Debt or (y) the Fixed Charge Coverage Ratio of the Company is equal to or greater than immediately prior to such
acquisition, merger or consolidation; 
 (14) the incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price, earn outs or similar obligations, incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Issuer (other than Guarantees
of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount of such Indebtedness does not exceed the gross
proceeds (including non-cash proceeds) actually received by the Issuer or any Restricted Subsidiary of the Issuer in connection with such transactions; 

(15) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising in connection with endorsement
of instruments for collection or deposit (including customary Treasury Management Arrangements) in the ordinary course of business; 

(16) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness consisting of obligations to pay
insurance premiums in an amount not to exceed the annual premiums in respect of such insurance premiums at any one time outstanding; 

(17) Contribution Indebtedness; provided (i) that any Indebtedness of the Issuer or any Restricted Subsidiary of the
Issuer (other than the Company or any of its Restricted Subsidiaries) incurred pursuant to this Section 4.09(b)(17) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(17) but shall be deemed incurred for
purposes of the first paragraph of this covenant from and after the first date on which the Issuer or any Restricted Subsidiary of the Issuer (other than the Company or any of its Restricted Subsidiaries) could have incurred such Indebtedness
pursuant to clause (i) of the definition of Ratio Debt without reliance on this Section 4.09(b)(17) and (ii) any Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to this Section 4.09(b)(17)
shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(17) but shall be deemed incurred for purposes of the first paragraph of this covenant from and after the first date on which the Company or any of its
Restricted Subsidiaries could have incurred such Indebtedness pursuant to clause (ii) of the definition of Ratio Debt without reliance on this Section 4.09(b)(17); 

(18) Indebtedness of the Issuer or any of its Restricted Subsidiaries, the proceeds of which are applied to defease or
discharge the Notes pursuant to Article 8 or 11 hereof; 
 (19) take-or-pay obligations contained in supply arrangements entered into by the Issuer or a Restricted Subsidiary of the Issuer in the ordinary course of business; 

(20) Indebtedness related to unfunded pension fund and other employee benefit plan obligations and liabilities to the extent
they are permitted to remain unfunded under applicable law; 

  
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 (21) the incurrence by the Issuer or any of its Restricted Subsidiaries of
additional Indebtedness or the issuance by the Issuer of Disqualified Stock or the issuance by any Restricted Subsidiary of preferred stock in an aggregate principal amount (or accreted value, as applicable) or liquidation value at any time
outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness or liquidation value incurred pursuant to this Section 4.09(b)(21), not to exceed the greater of (x) 210.0 million
and (y) 3.5% of Total Assets at the time of incurrence, at any one time outstanding, plus in the case of any refinancing of any Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting
discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing provided that (i) any Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer (other than the
Company or any of its Restricted Subsidiaries) incurred pursuant to this Section 4.09(b)(21) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(21) but shall be deemed incurred for purposes of the first
paragraph of this covenant from and after the first date on which the Issuer or any Restricted Subsidiary of the Issuer (other than the Company or any of its Restricted Subsidiaries) could have incurred such Indebtedness pursuant to clause
(i) of the definition of Ratio Debt without reliance on this Section 4.09(b)(21) and (ii) any Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to this Section 4.09(b)(21) shall cease to be
deemed incurred or outstanding for purposes of this Section 4.09(b)(21) but shall be deemed incurred for purposes of the first paragraph of this covenant from and after the first date on which the Company or any of its Restricted Subsidiaries
could have incurred such Indebtedness pursuant to clause (ii) of the definition of Ratio Debt without reliance on this Section 4.09(b)(21); and 

(22) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any
Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit. 
 (c) The Issuer will not incur, and
will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. 
 (d) For purposes
of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred
as Ratio Debt pursuant to Section 4.09(a) hereof, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies
with this Section 4.09; provided that Indebtedness under any Credit Agreement outstanding on the Issue Date will be deemed to have been incurred in reliance on the exception provided by clause (1) of the definition of
“Permitted Debt” and may not later be reclassified. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of preferred
stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09 or Section 4.12 hereof; provided, in each such case, that
the amount thereof shall be included in Fixed Charges of the Issuer or the Company, as applicable, as accrued. 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 utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision
of this Section 4.09, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary of the Issuer may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange
rates or currency values. 
 (e) The amount of any Indebtedness outstanding as of any date will be: 

  
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 (1) the accreted value of the Indebtedness, in the case of any Indebtedness
issued with original issue discount; 
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness;
and 
 (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser
of: 
 (A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 

Section 4.10 Asset Sales. 
 (a) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the
assets or Equity Interests issued or sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap,
at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: 

(A) any liabilities (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) of the
Issuer or such Restricted Subsidiary (as shown on the Issuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the Notes thereto) that are assumed by the transferee of any such assets pursuant to a customary
novation or indemnity agreement that releases the Issuer or such Restricted Subsidiary from or indemnifies against further liability; 

(B) any securities, notes, other obligations or assets received by the Issuer or such Restricted Subsidiary from such
transferee that are, within 180 days, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; 

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted
Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.10(a)(2)(C) that is at that time
outstanding, not to exceed the greater of (x) $150.0 million and (y) 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and 

(D) consideration consisting of Indebtedness of the Issuer or such Restricted Subsidiary that is not Subordinated Indebtedness
received from such transferee; and 
 (E) accounts receivable of a business retained by the Issuer or any of its Restricted
Subsidiaries, as the case may be, following the sale of such business; provided that such accounts receivable (1) are not past due more than 90 days and (2) do not have a payment date greater than 120 days from the date of the
invoices creating such accounts receivable. 

  
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 (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or
the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 
 (1) (i) to repay Secured
Indebtedness of the Issuer and, if the Secured Indebtedness being repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto or (ii) to repay any Indebtedness of a Restricted Subsidiary of
the Issuer (other than Indebtedness owed to the Issuer or another Restricted Subsidiary); 
 (2) to repay Indebtedness or
other Obligations of the Issuer that rank pari passu with the Notes; provided that the Issuer shall equally and ratably redeem or repurchase the Notes pursuant to Section 3.07 hereof or by making an offer (in accordance with the
procedures in Section 4.10(c)) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repayment; 

(3) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business, if, after giving
effect to any such acquisition, of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer or additional Capital Stock of an existing non-Wholly Owned Restricted Subsidiary;

 (4) to make a capital expenditure; 

(5) to acquire other assets that are used or useful in a Permitted Business; or 

(6) any combination of the foregoing. 

The Issuer will be deemed to have complied with the provisions set forth in clause (3), (4), (5) or (6) of this Section 4.10(b) if
(i) within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer (or the applicable Restricted Subsidiary) has entered into and not abandoned or rejected a binding agreement to acquire all or substantially all of such assets
of, or any Capital Stock of, another Permitted Business or to make a capital expenditure or acquire such other assets that are used or useful in a Permitted Business and that acquisition or capital expenditure is thereafter completed within 180 days
after the end of such 365-day period or (ii) in the event such binding agreement described in the preceding clause (i) is canceled or terminated for any reason before such Net Proceeds are applied,
the Issuer (or the applicable Restricted Subsidiary) enters into another such binding commitment within 180 days of such cancellation or termination of the prior binding commitment; provided that if any second binding commitment is later
canceled or terminated for any reason before such Net Proceeds are applied within 180 days of such second binding commitment, then such Net Proceeds shall constitute Excess Proceeds. 

Pending the final application of any such amount of Net Proceeds, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce
Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Proceeds in any manner not prohibited by this Indenture. 

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute
“Excess Proceeds”; provided that any amount of proceeds offered to Holders in accordance with Section 4.10(b)(2) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been
applied as required and shall not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess Proceeds exceeds $90.0 million, the Issuer will make an Asset
Sale Offer to all Holders of the Notes and Indebtedness of the Issuer or any Guarantor that ranks pari passu with the Notes and containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or
redeem with the proceeds of sales of assets to purchase, prepay or redeem on a pro rata basis the maximum principal amount (or accreted value, if applicable) of Notes and such other pari passu Indebtedness (plus all accrued interest on
the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of
the principal amount, plus accrued and unpaid interest, if any, to but not including the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest
Payment Date occurring on or prior 

  
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to the purchase date, and will be payable in cash. The Issuer may satisfy the foregoing obligations with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect
to such Net Proceeds at any time prior to the expiration of the application period or by electing to make an Asset Sale Offer with respect to such Net Proceeds. If any Excess Proceeds remain after consummation of an Asset Sale Offer (any such
amount, “Retained Declined Proceeds”), the Issuer may use those Retained Declined Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of notes and other pari passu
Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuer will select the Notes and such other pari passu Indebtedness to be purchased on a pro
rata basis, based on the amounts tendered or required to be prepaid or redeemed and thereafter the Trustee will select the Notes to be purchased on a pro rata basis (subject to applicable DTC procedures with respect to the Global Notes) based on the
principal amount tendered (with, in each case, such adjustments as may be deemed appropriate by the Issuer or the Trustee, as applicable, so that only notes in minimum denominations of $2,000, or an integral multiple of $1,000 in excess thereof (or,
if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof), will be purchased; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a
PIK Payment has been made, in a minimum denomination of $1.00)). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

(d) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale OffeR. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.9 hereof or
this Section 4.10 by virtue of such compliance. 
 Section 4.11 Transactions with Affiliates. 

(a) The Issuer will not, and will 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
Issuer (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $15.0 million, unless: 

(1) the Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Issuer or the
relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $50.0 million, the Issuer receives a resolution of the Board of Directors of the Issuer that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a) hereof: 
 (1) any reasonable or customary employment agreement, consulting agreement, severance
agreement, employee benefit plan, compensation arrangement, officer or director indemnification agreement or any similar arrangement entered into by, or policy of, the Issuer or any of its Restricted Subsidiaries and payments pursuant thereto; 

(2) (a) transactions between or among the Issuer and/or its Restricted Subsidiaries and (b) transactions effected as part
of a Qualified Securitization Transaction; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of the
Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 

  
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 (4) payment of fees and reimbursements of expenses (pursuant to indemnity
arrangements or otherwise) of officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent of the Issuer; 

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent company of
the Issuer to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith; 

(6) (a) Restricted Payments that do not violate Section 4.07 hereof and (b) Permitted Investments; 

(7) the performance by the Issuer and its Restricted Subsidiaries of their respective obligations under, or payments in respect
of, the Advisory Agreement, limited liability company, limited partnership or other constitutive document or security holders agreement or other agreements disclosed in the Offering Memorandum under “Certain Relationships and Related Party
Transactions,” each as in effect on the Issue Date, and the payment of fees and expenses not in excess of the amounts specified in, or determined pursuant to, such agreements, as in effect on the Issue Date; provided, however, that the
existence of, or the performance by the Issuer and its Restricted Subsidiaries of their respective obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be
permitted by this clause (7) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Notes in any material
respect than the original agreement as in effect on the Issue Date; 
 (8) if such Affiliate Transaction is with a Person in
its capacity as a holder of Indebtedness or Capital Stock of the Issuer or any Restricted Subsidiary of the Issuer where such Person is treated no more favorably than the holders of Indebtedness or Capital Stock of the Issuer or any Restricted
Subsidiary of the Issuer; 
 (9) transactions with an Affiliate where the only consideration paid is Qualifying Equity
Interests of the Issuer; 
 (10) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be,
deliver to the Trustee a letter from an Independent Financial Advisor stating that such transaction (i) is fair to the Issuer or such Restricted Subsidiary from a financial point of view or (ii) meets the requirements of
Section 4.11(a)(1) hereof; 
 (11) payments or loans (or cancellation of loans) to employees or consultants in the
ordinary course of business; 
 (12) any agreement (other than with the Principals) as in effect as of the Purchase Date or
any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date)
or any transaction contemplated thereby; 
 (13) transactions with joint ventures entered into in the ordinary course of
business; 
 (14) any contributions to the common equity capital of the Issuer; 

(15) (x) guarantees of performance by the Issuer and its Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary
course of business, except for guarantees of Indebtedness in respect of borrowed money, and (y) pledges of Equity Interests of Unrestricted Subsidiaries; 
  

  
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 (16) the issuances of securities or other payments, awards or grants in
cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the
Issuer, or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; 
 (17) the entry into any tax-sharing arrangements between the Issuer or any of its Restricted Subsidiaries and any of their direct or indirect parents; provided, however, that any payment made by the Issuer or any of its Restricted
Subsidiaries under such tax-sharing arrangements is, at the time made, otherwise permitted by Section 4.07 hereof; 

(18) transactions with Unrestricted Subsidiaries, customers, clients, lessors, landlords, suppliers, contractors, or purchasers
or sellers of goods or services that are Affiliates, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer and its Restricted Subsidiaries, in the reasonable
determination of the Board of Directors of the Issuer; 
 (19) transactions between the Issuer and any of its Restricted
Subsidiaries and any Person a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect
parent, as the case may be, on any matter involving such other Person; 
 (20) payments by the Issuer or any of its
Restricted Subsidiaries to the Principals for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with the acquisitions or
divestitures, which payments are approved by a majority of the Board of Directors of the Issuer in good faith (as evidenced by an Officer’s Certificate); 

(21) sales of accounts receivable or other transactions effected in connection with a Securitization Transaction; 

(22) the Transactions and the payment of any fees or expenses related thereto or to fund amounts owed to Affiliates in
connection therewith (including dividends, or the making of loans, to any direct or indirect parent of the Issuer to fund payment of any such fees or expenses); and 

(23) the Dividend Transactions and the payment of any reasonable fees or expenses incurred in connection therewith (including
dividends to any direct or indirect parent of the Issuer to fund payment of any such fees or expenses). 
 Section 4.12 Liens. 

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries that are Guarantors, if any, to, directly or indirectly,
create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) securing Indebtedness of the Issuer or its Restricted Subsidiaries that are Guarantors, if any, on any property or assets now owned or hereafter acquired or
any interest therein or any income or profits therefrom, unless in each case: 
 (1) in the case of Liens securing
Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(2) in all other cases, the Notes are equally and ratably secured. 

(b) Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and
unconditionally released and discharged upon the release of the Lien that gave rise to the obligation to secure the Notes. 
  

  
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 (c) For purposes of determining compliance with this Section 4.12, (A) a Lien securing
an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens described in definition of “Permitted Liens” or pursuant to Section 4.12(a) hereof but may be permitted in part under any combination
thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described in the definition of “Permitted Liens” or pursuant to
Section 4.12(a) hereof, the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing each item of Indebtedness (or any portion thereof) in any manner that complies with this
Section 4.12 and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such Lien securing such item of
Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses or pursuant to Section 4.12(a) hereof. 

(d) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of
interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference, any fees,
underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies
or increases in the value of property securing Indebtedness. 
 Section 4.13 Corporate Existence. 

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect: 

(1) its corporate existence, and the corporate, partnership or other existence of each of the Issuer’s Restricted
Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Issuer and its Subsidiaries; provided, however,
that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Issuer’s Subsidiaries, if the Board of Directors of the Issuer shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole. 

Section 4.14 Offer to Repurchase Upon Change of Control. 

(a) If a Change of Control occurs, each Holder of Notes will have the right to require the Issuer to repurchase all or any portion (equal to a
minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)) of that Holder’s Notes pursuant to
an offer (a “Change of Control Offer”) on the terms set forth in this Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, in a minimum
denomination of $1.00)). In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes
repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the Change of Control
Payment Date. Within 30 days following any Change of Control, except to the extent the Issuer has delivered notice to the Trustee of its intention to redeem Notes pursuant to Section 3.07 hereof, the Issuer will mail (or with respect to Global
Notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and
stating: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered
will be accepted for payment; 

  
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 (2) the purchase price and the purchase date, which shall be no earlier than
30 days and no later than 90 days from the date such notice is mailed or sent, pursuant to the procedures required by this Indenture (the “Change of Control Payment Date”); 

(3) that any Note not tendered will continue to accrue interest; 

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

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business
on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder
is withdrawing his election to have the Notes purchased; and 
 (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof (or if a PIK Payment
has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof). 
 The Issuer will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes
as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. 
 (b) On the Change of Control
Payment Date, the Issuer will, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly
tendered pursuant to the Change of Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly tendered; and 
 (3) 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 of Notes being purchased by the Issuer. 

The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly, upon receipt of an Authentication Order, together with the documents required under Sections 13.02 and 13.03 hereof, authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

  
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 (c) Notwithstanding anything to the contrary in this Section 4.14, the Issuer will not
be required to make a Change of Control Offer upon a Change of Control 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 Section 4.14 and
purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given to the Trustee pursuant to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price. 
 (d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in
advance of a Change of Control, or conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

(e) The Issuer’s obligations to make a Change of Control Offer may be waived or modified or terminated with the written consent of the
Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control. 

Section 4.15 [Reserved].  
 Section 4.16
Future Guarantees. 
 The Issuer will cause each Domestic Subsidiary (other than Excluded Subsidiaries) that guarantees any
Indebtedness of the Issuer to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel and Officer’s Certificate reasonably satisfactory to the Trustee within 30 days of the date on which such Restricted
Subsidiary guarantees such Indebtedness. 
 Section 4.17 Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. 

After the Issue Date, the Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default. If such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments in such Restricted Subsidiary by the Issuer and its Restricted
Subsidiaries will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of “Permitted
Investments,” as determined by the IssueR. That designation will only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof, the Issuer will be in default of
Section 4.09 hereof. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on
a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any designation of an Unrestricted Subsidiary as
a Restricted Subsidiary shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09 hereof. 

  
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 Section 4.18 [Reserved] 

Section 4.19 Changes in Covenants When Notes Rated Investment Grade. 

If on any date following the Issue Date: 

(1) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P
(or, if either such entity ceases to rate the Notes for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” registered under
Section 15E of the Exchange Act selected by the Issuer as a replacement agency); and 
 (2) no Default or Event of
Default shall have occurred and be continuing, 
 then, beginning on that day and continuing at all times thereafter and subject to the provisions of the
second succeeding paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. 

During any period that the Suspended Covenants have been suspended, the Issuer’s Board of Directors may not designate any of its
Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Issuer’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the
Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect
thereto and including any actions taken at any time pursuant to any contractual obligations arising during the Suspension Period) will not give rise to a Default or Event of Default under this Indenture. 

Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency subsequently declines to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of
covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed
to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of “Permitted Debt.” Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect
prior to but not during the period that Section 4.07 was suspended as set forth above. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with
Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate
of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered pursuant to Section 4.11(b)(14), and for purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period
prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. 

Notwithstanding anything herein to the contrary, the Issuer and the Issuer’s Restricted Subsidiaries may honor any contractual
commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the
Suspended Covenants. 
 The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the beginning of any
Suspension Period and any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such
Officer’s Certificate to any Holders of Notes. 

  
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 ARTICLE 5 

SUCCESSORS 
 Section 5.01 Merger,
Consolidation or Sale of Assets. 
 The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another
Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a
whole, in one or more related transactions, to another Person, unless: 
 (1) either: 

(A) the Issuer is the surviving corporation; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale,
assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (such Person, the “Surviving
Entity”) and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; 

(2) the Surviving Entity (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease
or other disposition has been made assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to a supplemental indenture; 

(3) immediately after such transaction, no Default or Event of Default exists; 

(4) the Issuer or the Surviving Entity (if other than the Issuer) would, on the date of such transaction after giving pro forma
effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness as Ratio Debt or (b) have had a
Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Issuer for such four-quarter period; and 

(5) the Issuer shall deliver, or cause to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each to the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture. 

This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the
Issuer and any GuarantoR. Clauses (3) and (4) of this Section 5.01 will not apply to (a) any merger or consolidation of any Restricted Subsidiary with or into the Issuer or (b) a merger or consolidation of the Issuer with or into
an Affiliate for the purpose of reincorporating the Issuer in another jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 

Section 5.02 Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, (a) the successor Person formed by such consolidation or into or with which the Issuer 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, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as
if such successor Person had been named as the Issuer herein; and (b) the Issuer or such predecessor Person, as the case may be, (except in the case of a lease) shall be released from its obligations under this Indenture and the Notes. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section 6.01
Events of Default. 
 Each of the following is an “Event of Default”: 

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

(2) default in the payment when due (at maturity, upon redemption, offer to purchase or otherwise) of the principal of, or
premium, if any, on, the Notes; 
 (3) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice
by the Trustee to the Issuer or by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to the Issuer and the Trustee to comply with any of the agreements in this Indenture (other than a
default referred to in clause (1) or (2) of this Section 6.01); 
 (4) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary (or the payment of which
is guaranteed by the Issuer or any of Issuer’s Restricted Subsidiaries that is a Significant Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: 

(A) is caused by a failure to pay principal of, or premium, if any, on any such Indebtedness at final Stated Maturity (after giving effect to
any applicable grace periods) (a “Payment Default”); or 
 (B) results in the acceleration of such Indebtedness prior to its
express maturity, 
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; 

(5) failure by the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million (other than any judgments covered by indemnities or insurance policies issued by reputable
and creditworthy companies), which judgments are not paid, discharged or stayed, for a period of 60 days, after the applicable judgment becomes final and non-appealable; 

(6) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Issuer that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 

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

(C) consents to the appointment of a custodian of it or for all or substantially all of its property, 

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

(E) admits in writing its inability to pay its debts as they become due; 

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

  
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 (A) is for relief against either of the Issuer or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

(B) appoints a custodian of either of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of either of the Issuer or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary; or 

(C) orders the liquidation of either of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; 
 and the order or
decree remains unstayed and in effect for 60 consecutive days; or 
 (8) except as permitted by this Indenture, any Note
Guarantee of a Significant Subsidiary of the Issuer is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect (except as contemplated by the terms hereof), or any Significant Subsidiary
of the Issuer, or any Person acting on behalf of such Significant Subsidiary of the Issuer, denies or disaffirms its obligations under its Note Guarantee and any such Default continues for 10 days. 

Section 6.02 Acceleration. 
 In the
case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of
the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuer (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. 

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all
of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if
any, or interest on, the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel have been paid. 
 In the event of a declaration of acceleration of the Notes because an Event of Default
has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes
shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration
of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment
of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts owing to the Trustee have been paid. 

  
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 Section 6.03 Other Remedies. 

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

Section 6.04 Waiver of Past Defaults. 

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (including in
connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
 If a Default is deemed to occur solely as a consequence of the
existence of another Default (the “Initial Default”), then, at the time such Initial Default is cured, the Default that resulted solely because of that Initial Default will also be cured without any further action. 

Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
 Section 6.06 Limitation on
Suits. 
 No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 

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

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee
to pursue the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security and/or indemnity
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with such request
within 60 days after receipt of the notice, request and the offer of security and/or indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 

  
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 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. 
 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 of, premium on, if
any, or interest on, the Note, on or after the respective due dates expressed or provided for in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(1) or (2) 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 Issuer or any Guarantor for the whole amount of principal of, premium on, if any, and interest remaining unpaid on, the 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, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09 Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
determined 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 or any other proceedings, the Issuer, any Guarantor, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies hereunder of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 6.10 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 Issuer or any
Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered 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, 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 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 6.11
Priorities. 
 If the Trustee collects any money pursuant to this Article 6 or, after an Event of Default, any money or other property
distributable in respect of the Issuer’s obligations under this Indenture, it shall pay out the money or distribute the property in the following order: 

  
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 First: to the Trustee (including any predecessor trustee), its 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 and the costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, if any,
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, if any, respectively; and 

Third: to the Issuer or to such party as a court of competent jurisdiction shall direct. 

The Trustee, upon written notice to the Issuer, may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.11. 
 Section 6.12 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 6.12 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 aggregate principal amount of the then outstanding Notes. 

ARTICLE 7 
 TRUSTEE 

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (however the Trustee shall have no obligation to verify the mathematical calculations contained therein). 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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

  
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 (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) No provision of this
Indenture will require the Trustee to expend or risk its own funds or incur any liability 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 adequate indemnity and/or security against such risk or liability is not reasonably assured to it. 
 (f) The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssueR. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The
Trustee shall have no obligation to invest funds received by it pursuant to this Indenture. 
 Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (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 will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any attorney or agent appointed with due care. 
 (d) The Trustee will not be liable for any
action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if
signed by an Officer of the Issuer. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity and/or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by
it in compliance with such request or direction. 
 (g) The Trustee shall not be required to give any note, bond or surety in respect of the
trusts and powers under this Indenture. 
 (h) The Trustee may request that the Issuer 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, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so
authorized in such certificate previously delivered and not superseded. 
 (i) Delivery of reports, information and documents to the Trustee
described in Section 4.03 hereof is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Issuer’s or the Guarantors’ (if any) compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates). The Trustee is under no duty to examine such
reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. 

  
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 (j) 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. 

(k) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such
a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

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

(m) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or the Private Placement Legend or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 
 (n) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.

 Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as defined in the TIA it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee will 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 Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will 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. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Issuer’s compliance with or the
breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture. 

Section 7.05 Notice of Defaults. 
 If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically)
to Holders of Notes a notice of the Default or Event of Default within 90 days after the Trustee obtains knowledge thereof. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, or interest on, any Note,
the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 

  
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 Section 7.06 [Reserved]. 

Section 7.07 Compensation and Indemnity. 

(a) The Issuer will pay to the Trustee from time to time reasonable compensation as is agreed to from time to time by the Issuer and the
Trustee for its acceptance of this Indenture and services hereundeR. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee promptly upon request for all
reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services except for any such disbursements,
advance or expense as shall have been caused by the Trustee’s negligence or willful misconduct. Such expenses will include the reasonable out-of-pocket
compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 (b) The Issuer and the Guarantors, if any, will
indemnify on a joint and several basis the Trustee (including its officers, directors, employees and agents) against any and all losses, liabilities or expenses, including fees and expenses of counsel, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture
against the Issuer and any Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee will notify the Issuer promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer or any Guarantors of its obligations hereundeR. The Issuer or any such Guarantor will defend the claim and the Trustee will cooperate in the defense. The
Trustee may have separate counsel and the Issuer will pay the reasonable out-of-pocket fees and expenses of such counsel. Neither the Issuer nor any Guarantor needs to
pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
 (c) The obligations of the Issuer and
any Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination for any reason of this Indenture. 

(d) To secure the Issuer’s and any Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture, the
resignation or removal of the Trustee and the termination for any reason of this Indenture. 
 (e) Without prejudice to any other rights
available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event of Default specified in clauses (6) and (7) of Section 6.01 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. 

(f) “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 Section 7.08 Replacement of
Trustee. 
 (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign at any time upon 30
days’ prior written notice to the Issuer and be discharged from the trust hereby created by so notifying the IssueR. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying
the Trustee and the Issuer with 30 days’ prior written notice. The Issuer may remove the Trustee if: 

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

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

(4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuer. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) 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. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the IssueR. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail (or with respect to Global Notes, to the
extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice of its succession to Holders. The retiring Trustee will 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 Issuer’s and the Guarantors’
obligations under Section 7.07 hereof will 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 Person, the successor Person without any further act will be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 

There will at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and
surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuer may at any time, at the option of the Issuer’s Board of Directors evidenced by resolutions set forth in an Officer’s
Certificate, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes (including the Note Guarantees, if any) upon compliance with the conditions set forth below in this Article 8. 

  
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 Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the
Guarantors, if any, will, 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 (including the Note Guarantees) on the date
the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors, if any, will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Note Guarantees), which will 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 clauses
(1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1) the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, and interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’
(if any) obligations in connection therewith (including, without limitation, those contained in Article 7 hereof); and 
 (4)
this Article 8. 
 Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02
notwithstanding the prior exercise of their option under Section 8.03 hereof. Notwithstanding anything to the contrary contained herein, the Issuer’s and the Guarantors’ (if any) obligations under Section 7.07 shall survive a
Legal Defeasance. 
 Section 8.03 Covenant Defeasance. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the
Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14 , 4.16, 4.17
and 4.20 hereof and clauses (3) and (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant
Defeasance”), the Note Guarantees will be released pursuant to Section 10.05 hereof and the Notes and Note Guarantees will 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 will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes and the Note
Guarantees will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuer and the Guarantors, if any, may omit to comply with and will
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 will 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 such Notes and
Note Guarantees will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) (to the extent relating to the covenants that are subject to Covenant Defeasance), (4), (5) and (8) hereof will not constitute Events of Default. Notwithstanding anything to the contrary contained herein, the
Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Covenant Defeasance. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, (x) cash in U.S.
dollars in an amount, (y) non-callable Government Securities, the scheduled payments of principal of and interest thereon will be in an amount, or (z) a combination thereof in 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 of, premium on, if any, and interest, if
any, on, the outstanding Notes to the stated date for payment thereof and interest thereon or to the applicable redemption date, as the case may be, and all interest, if any, accrued to such dates, and the Issuer must specify whether the Notes are
being defeased to such stated date for payment or to a particular redemption date; 
 (2) in the case of an election under
Section 8.02 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel from a firm the Issuer reasonably believes to be nationally recognized (subject to customary exceptions and exclusions) confirming that: 

(A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or tax law, 

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

(3) in the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel
from a firm the Issuer reasonably believes to be nationally recognized (subject to customary exceptions and exclusions) confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); 

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is
bound; 
 (6) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by
the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and 

(7) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

  
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 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 
 The
Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable 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. 

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request
of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof 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(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to the Issuer. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium on,
if any, or interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer. 
 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 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 Issuer’s
and the Guarantors’ (if any) obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 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 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium on, if any, or interest, if any, on,
any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

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

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

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

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes and Note
Guarantees in the case of a merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any Holder in any material respect; 
 (5) to comply with the requirements of
the Commission in order to effect or maintain the qualification of this Indenture under the TIA, if applicable; 
 (6) to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Issuer’s Offering Memorandum relating to the offering of the Initial Notes; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
date hereof; or 
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes in accordance with the terms of this Indenture; and 
 (9) in the event PIK Notes are issued in certificated form, to
make appropriate amendments to this Indenture to reflect changes to minimum denomination of certificated PIK Notes, establish minimum redemption amounts for certificated PIK Notes and other changes necessary to administer the certificated PIK Notes.

 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the receipt by the Trustee of the documents described in Section 7.02, 9.06, 13.02 and 13.03 hereof, the Trustee will join with the Company and the Guarantors, if any, in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holder
of Notes. 
 Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this
Indenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof), the Notes and any Note Guarantee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes other than the Notes
Beneficially Owned by the Issuer or its Affiliates (including, without limitation, Additional Notes and PIK Notes, (or any increase in the principal amount of a Global Note pursuant to the payment of PIK Interest or Partial PIK Interest in
accordance with the terms of this Indenture), if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or any Note Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes other than the Notes
Beneficially Owned by the Issuer or its Affiliates (including, without limitation, Additional Notes and PIK Notes (or any increase in the principal amount of a Global Note pursuant to the payment of PIK Interest or Partial PIK Interest in accordance
with the terms of this Indenture, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine
which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

  
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 Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02, 9.06, 13.02 and 13.03 hereof, the Trustee will join with the Company and the Guarantors, if any, in the execution of any amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Issuer will mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiveR. Any failure of the Issuer to deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiveR. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer or Guarantors
(if any) with any provision of this Indenture, the Notes or any Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions relating to the dates on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes; 

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 

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

(5) make any Note payable in anything other than U.S. dollars; 

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults; 

(7) modify the obligation of the Issuer to repurchase Notes pursuant to Section 3.09, 4.10 or 4.14 hereof, after the date
of an event giving rise to such repurchase obligation; 
 (8) release any Guarantor (if any) that is a Significant Subsidiary
from any of its obligations under its Note Guarantee (if any) or this Indenture, except in accordance with the terms of this Indenture; 

(9) make any change in the preceding amendment and waiver provisions; or 

  
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 (10) make any change to or modify the ranking of the Notes in respect of
right of payment in a manner that would adversely affect the Holders of the Notes. 
 Section 9.03 [Reserved]. 

Section 9.04 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 written notice of revocation before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of Notes have
consented (and not theretofore revoked such consent) to the amendment, supplement or waiveR. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

Section 9.05 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 Issuer 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 will not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture,
the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Sections 13.02 and 13.03 hereof, (i) an Officer’s Certificate and
(ii) an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Issuer
and the Guarantors, subject to customary exceptions. 
 ARTICLE 10 

NOTE GUARANTEES 
 Section 10.01
Guarantee. 
 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably, fully and
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
Issuer hereunder or thereunder, that: 
 (1) the principal of, premium on, if any, and interest on, the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07
hereof); and 

  
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 (2) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will 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 (if any) will be
jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors (if any) hereby agree that their obligations hereunder are 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 Issuer, 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 (to the fullest extent permitted by law) diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be
discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee
is required by any court or otherwise to return to the Issuer, the Guarantors (if any) or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors (if any), any amount paid by either to
the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
 (d)
Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that,
as between the Guarantors (if any), on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors (if any) for the purpose of this Note Guarantee. The Guarantors (if any) will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 

Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent 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 Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors (if any) hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Note Guarantee. 

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a supplemental indenture substantially
in the form attached as Exhibit E hereto will be executed on behalf of such Guarantor by one of its Officers. 
 Each Guarantor hereby agrees
that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

  
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 If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set
forth in this Indenture on behalf of the Guarantors (if any). 
 In the event that the Issuer or any of its Restricted Subsidiaries creates
or acquires any Domestic Subsidiary after the Issue Date, if required by Section 4.16 hereof, the Issuer will cause such Domestic Subsidiary of the Parent to comply with the provisions of Section 4.16 hereof and this Article 10, to the
extent applicable. 
 Neither the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect a Note Guarantee or
any release, termination or discharge thereof. 
 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(2) either: 

(a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture; or

 (b) the Net Proceeds of such sale or other disposition are applied, if required, in accordance with the applicable
provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance
of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a GuarantoR. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so
issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at
the date of the execution hereof. 
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above,
nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Issuer or another Guarantor. 
 Section 10.05 Releases. 

A Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged without the consent of Holders of Notes and
each Guarantor and its obligations under the Notes Guarantee will be released and discharged upon: 

  
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 (1) the sale, exchange, disposition or other transfer (including through
merger or consolidation) of (x) the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Guarantor
is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer is made in compliance with this Indenture and such entity is not a Guarantor under the
Company Senior Credit Agreements; 
 (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance
with the provisions of Section 4.07 and Section 4.17 hereof and the definition of “Unrestricted Subsidiary;” 

(3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to
Section 4.16 hereof, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, that resulted in
the obligation to guarantee the Notes, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee; 

(4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof or if
the Issuer’s Obligations under this Indenture are discharged in accordance with Article 11 hereof; 
 (5) the release or
discharge of the Note Guarantee by, or direct obligation of, such Guarantor of the Obligations under the Company Senior Credit Agreements, except a discharge or release by or as a result of payment in connection with the enforcement of remedies
under such guarantee or direct obligation; or 
 (6) such Guarantor ceasing to be a Wholly Owned Domestic Subsidiary of the
Issuer. 
 In connection with any release under clause (1) above, upon delivery by the Issuer to the Trustee of an Officer’s
Certificate and an Opinion of Counsel to the effect that such sale or other disposition does not violate this Indenture, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee. The Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture. 

Any release of a Guarantor under clause (3), (5) or (6) above shall be evidenced to the Trustee by an Officer’s Certificate. 

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the
full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 

ARTICLE 11 
 SATISFACTION AND
DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to rights of registration
of transfer or exchange of Notes), when: 
 (1) either: 

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, have been cancelled or delivered to the Trustee for cancellation; or 

  
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 (b) all such Notes have become due and payable at final maturity or by
reason of the delivery of a notice of redemption or will become due and payable within one year or will be redeemed within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption in the name and at the
expense of the Issuer and the 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, (i) cash in U.S. dollars in an amount, (ii) non-callable Government Securities, the scheduled payments of principal of and interest thereon will be in an amount or (iii) a combination thereof in amounts, as will be sufficient (in case
Government Securities have been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants certified in writing to the Trustee), without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on such Notes for principal of, premium on, if any, and interest, if any, on, the Notes to the date of maturity or redemption; 

(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 

(3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition, the Issuer 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 has been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 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 the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 11.01 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, the 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 11.01 hereof; provided that if the Issuer has
made any payment of principal of, premium on, if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent. 
 The Issuer will pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.01 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. 
 Notwithstanding anything in this
Article 11 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in
Section 11.01 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required
to be deposited to effect a discharge in accordance with this Article 11. 

  
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 ARTICLE 12 

[RESERVED] 
 ARTICLE 13 

MISCELLANEOUS 
 Section 13.01 Notices.

 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others or to them by the Holders is duly given if in
writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Guarantor: 

Vertiv Intermediate Holding Corporation 

c/o Platinum Equity, LLC 
 360
North Crescent Drive 
 Beverly Hills, CA 90210 

Facsimile: (310) 712-1863 

Attention: Legal Department 
 With
a copy to (which copy shall be delivered as an accommodation and shall not be required to be delivered in satisfaction of any requirement hereof): 

Willkie Farr & Gallagher LLP 

787 Seventh Avenue 
 New York, New
York 10019 
 Facsimile No.: (212) 728-9214 

Attention: Cristopher Greer 
 If
to the Trustee: 
 The Bank of New York Mellon Trust Company, N.A. 

2 N. La Salle Street, Suite 1020 

Chicago, Illinois 60602 

Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 

The Issuer, any Guarantor or the Trustee, 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) will be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or e-mail; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the
Trustee at its Corporate Trust Office. 
 Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the RegistraR. Failure to mail a notice or communication to a Holder or any defect in it will not affect
its sufficiency with respect to other Holders. 

  
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 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, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate Trust Office. 

If the Issuer mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. The Trustee shall not be liable
for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. 
 Section 13.02 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuer or a Guarantor to the Trustee to take any action under this Indenture, the Issuer or such
Guarantor, as applicable, shall furnish to the Trustee: 
 (1) an Officer’s Certificate in form reasonably satisfactory
to the Trustee (which must include the statements set forth in Section 13.03 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 
 (2) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided, that such Opinion of Counsel shall not be required to be furnished to the
Trustee in connection with the authentication and delivery of (i) the Initial Notes on the Issue Date or (ii) any PIK Notes or any increased balance of any Global Note to reflect such PIK Interest or Partial PIK Interest, as applicable.

 Section 13.03 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: 

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

(2) brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied; 

provided that an issuer of an Opinion of Counsel may rely as to matters of fact on an Officer’s Certificate or a certificate of a public official.


  
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 Section 13.04 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 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders. 

No director, officer, employee, incorporator or equity holder, including members, of the Issuer or any Guarantor (if any), as such, will have
any liability for any obligations of the Issuer or the Guarantors (if any) under the Notes, this Indenture, the Note Guarantees (if any) or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

Section 13.06 Governing Law. 
 THE
LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES (IF ANY) WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 13.07 Consent to Jurisdiction. 

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in
the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s
address set forth in Section 13.01 hereof shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any
suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. Notwithstanding the foregoing,
the Trustee may bring an action against the Issuer in any other jurisdiction of its choosing. 
 Section 13.08 No Adverse Interpretation of Other
Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 13.09 Successors.

 All agreements of the Issuer and each Guarantor (if any) in this Indenture and the Notes will bind its successors. All agreements of the
Trustee in this Indenture will bind its successors. All agreements of each Guarantor (if any) in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

Section 13.10 Severability. 
 In case
any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

  
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 Section 13.11 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart of a signature page to this Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Indenture. 

Section 13.12 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 will in no way modify or restrict any of the terms or provisions hereof. 

Section 13.13 Force Majeure. 
 In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

Section 13.14 Waiver of Jury Trial. 

EACH OF THE COMPANY, THE GUARANTORS (IF ANY) AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY. 

Section 13.15 Foreign Account Tax Compliance Act (FATCA). 

In order to assist the Trustee with its compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code and the rules and
regulations thereunder (as in effect from time to time, collectively, the “Applicable Law”) the Issuer agrees (i) to provide the Trustee with such reasonable information as it has in its possession to enable the Trustee to determine
whether any payments pursuant to the Indenture are subject to withholding under Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply
with Applicable Law and shall have no liability in connection therewith other than as a result of its negligence or willful misconduct. Nothing in the immediately preceding sentence shall be construed as obligating the Issuer to make any “gross
up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this Section 13.15 shall survive the termination of this Indenture. 

[Signatures on following page] 

  
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 SIGNATURES 

Dated as of February 9, 2017 
  

			
	VERTIV INTERMEDIATE HOLDING CORPORATION, as the Issuer
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title: President and Treasurer


 [Signature Page to the Indenture] 












 
			
	THE BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee
		
	By:	 	 /s/ R. Tarnas

		 	Name: R. Tarnas
		 	Title: Vice President


 [Signature Page to the Indenture] 












 EXHIBIT A 

FORM OF 144A AND REGULATION S 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]

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

  
 A-1 













 CUSIP/CINS [•] [•] 

ISIN [•] [•] 

12.00%/13.00% Senior PIK Toggle Notes due 2022 
  

			
	No.	  	$                    

 VERTIV INTERMEDIATE HOLDING CORPORATION promises to pay to
                     or registered assigns, 

the principal sum of
                                         
    DOLLARS [or such other principal sum as shall be set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto]1 

on February 15, 2022. 
 Interest Payment Dates:
February 15 and August 15 
 Record Dates: February and August 1 

Dated:                         

  

	1 	 Insert in Global Notes only 



  
 A-2 













 
			
	VERTIV INTERMEDIATE HOLDING CORPORATION, as the Issuer
	By:	 	  

		 	Name:
		 	Title:


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

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory

 Dated: 

  
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 Back of Note 

12.00%/13.00% Senior PIK Toggle Notes due 2022 

[PIK]2 

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

(1) INTEREST. VERTIV INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (the “Issuer”), or its successor promises
to pay or cause to be paid interest on the principal amount of this Note as follows: Cash interest on the Notes will accrue at a rate per annum equal to 12.00% per annum until maturity and be payable in cash. Any PIK Interest (as
defined below) (including Partial PIK Interest (as defined below)) on the Notes will accrue at a rate per annum equal to 13.00% per annum until maturity and be payable to the Holders and (x) with respect to Notes represented by one or
more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant Regular Record Date (as defined below), the Trustee will, at the request of the Issuer pursuant to a PIK Notice, increase the principal amount of the
outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable Interest Period (as defined below) (rounded up to the nearest whole dollar) and (y) with respect to Notes represented by certificated notes, the Trustee
will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Regular Record Date, as shown by the records of the register of Holders in an aggregate principal
amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) subject to the applicable procedures of DTC. In the event that the Issuer is entitled to and elects to pay Partial PIK Interest
(as defined below) for any Interest Period, each Holder will be entitled to receive Cash Interest in respect of the applicable percentage of the principal amount of the Notes held by such Holder on the relevant Regular Record Date and PIK Interest
in respect of the remaining percentage of the principal amount of the Notes held by such Holder on the relevant Regular Record Date. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the
Notes will bear interest on such increased principal amount from and after the related Interest Payment Date. Any PIK Notes will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All Notes issued
pursuant to a PIK Payment will mature on February 15, 2022 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date.
Interest will be paid semiannually to holders of record at the close of business on each February 1 and August 1 (each such date, a “Regular Record Date”), whether or not such day is a Business Day, immediately preceding
February 15 and August 15 of each year (each such date, an “Interest Payment Date”) commencing with August 15, 2017. 

Interest on overdue principal and Cash Interest, if any, will accrue at a rate that is 2.0% higher than the then applicable interest rate on
the Note. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months. The Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof, or if a PIK Payment has been made, in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof. 

(2) METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to
the Persons who are registered Holders of the Notes on each Regular Record Date. Except as provided in the immediately succeeding sentence and the definition of “Applicable Amount,” interest on the Notes shall be payable entirely in cash
(such interest, “Cash Interest”) on the then outstanding principal amount of the Notes. For any Interest Period (as defined below) after the initial Interest Period and other than the Interest Period ending at the Stated Maturity, if the
Applicable Amount (as defined below) as determined on the Determination Date (as defined below) for such Interest Period shall: 
 (i) equal
or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on up to 25% of the then outstanding
principal amount of the Notes by increasing the principal amount of the Notes or by issuing PIK Notes and pay the remainder of the interest on the then outstanding principal amount of the Notes in cash; 

 

	2 	 Only include in certificated PIK Notes. 



  
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 (ii) equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest
that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on up to 50% of the then outstanding principal amount of the Notes by increasing the principal amount of the Notes or by
issuing PIK Notes and pay the remainder of the interest on the then outstanding principal amount of the Notes in cash; 
 (iii) equal or
exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on up to 75% of the then outstanding principal
amount of the Notes by increasing the principal amount of the Notes or by issuing PIK Notes and pay the remainder of the interest on the then outstanding principal amount of the Notes in cash; or 

(iv) be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the
Issuer may, at its option, elect to pay up to the entirety of the interest on the Notes entirely by increasing the principal amount of the then outstanding Notes or by issuing PIK Notes. 

The insufficiency or lack of funds available to the Issuer to pay Cash Interest as required by the immediately preceding paragraph shall not
permit the Issuer to pay PIK Interest (including Partial PIK Interest) in respect of any Interest Period and the sole right of the Issuer to elect to pay PIK Interest shall be as (and to the extent) provided in the immediately preceding paragraphs.
To the extent the Issuer is required to pay Cash Interest for all or any portion of the interest due on any Interest Payment Date, the Issuer shall and shall cause each of its Restricted Subsidiaries to take all such shareholder, corporate and other
actions necessary or appropriate to permit the making of any such dividends or distributions. The payment of interest on the Notes through an increase in the principal amount of the outstanding Notes or through the issuance of PIK Notes is herein
referred to as (i) “PIK Interest” to the extent all interest due on an Interest Payment Date is so paid and (ii) “Partial PIK Interest” to the extent that only a portion of the interest due on an Interest Payment
Date is so paid. 
 As used herein, 

(i) “Applicable Amount” shall be the amount equal to the sum (without duplication) of (i) (a) the maximum amount of all
dividends and distributions that, as of the applicable Determination Date, would be permitted to be paid in cash to the Issuer by all direct and indirect Restricted Subsidiaries of the Issuer after giving effect to all corporate shareholder or other
comparable actions required to make such payment, requirements of applicable law and all restrictions on the ability to make such dividends or distribution that are otherwise permitted by Section 4.08 of the Indenture (including, without
limitation, any restrictions and limitations in the Company Notes, the Company Senior Credit Agreements or any agreement that amends, modifies, renews, increases, supplements, refunds, replaces or refinances such Indebtedness) and, in each case,
without regard to whether any such Restricted Subsidiary shall have any funds available to make any such dividends or distributions, less (b) all Restricted Amounts as of such Determination Date, less (c) an amount such that,
after giving effect to any payment of Cash Interest that would be required on the Interest Payment Date immediately following such Determination Date, the Issuer and its Restricted Subsidiaries would have a Domestic Liquidity Amount of less than
$150.0 million; and (ii) all cash and Cash Equivalents on hand at the Issuer as of such Determination Date (other than any cash and Cash Equivalents on hand at the Issuer that constitute Restricted Amounts); provided that there
shall be excluded from this clause (ii) any cash and Cash Equivalents on hand to be used for the payment of Cash Interest on the Interest Payment Date immediately following such Determination Date. 

(ii) “Determination Date” shall mean, with respect to each Interest Period, the fifteenth calendar day immediately prior to
the first day of the relevant Interest Period; 
 (iii) “Interest Period” shall mean the period commencing on and including
an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include
August 14, 2017 (the Interest Payment Date for any Interest Period shall be the Interest Payment Date occurring on the day immediately following the last day of such Interest Period); 

  
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 (iv) “Restricted Amounts” means amounts available for dividend or
distribution to the Issuer that are to be utilized for a purpose other than paying Cash Interest (including, without limitation, amounts permitted to be distributed to the Issuer solely for the purpose of paying taxes attributable to the
Issuer’s consolidated Subsidiaries and Permitted Payments to Parent) as the result of restrictions on the ability to make such dividends or distributions; provided that such restrictions are otherwise permitted by Section 4.08 of
the Indenture, including, without limitation, any restrictions and limitations in the Company Notes and the Company Senior Credit Agreements or any agreement that amends, modifies, renews, increases, supplements, refunds, replaces or refinances such
Indebtedness; and 
 (v) “Domestic Liquidity Amount” means, as of any Determination Date, the amount of (i) cash and
Cash Equivalents on hand at the Issuer and its Restricted Subsidiaries organized and existing in the United States (“U.S. Restricted Subsidiaries”) plus (ii) unused commitments available for borrowing by the Company and
its U.S. Restricted Subsidiaries under the Company ABL Credit Agreement. 
 In the event that the Issuer shall determine to pay PIK Interest
(including Partial PIK Interest) for any Interest Period, then the Issuer shall deliver a notice set forth in an Officer’s Certificate delivered to the Trustee following the Determination Date but at least five business days prior to the first
day of the relevant Interest Period in which it is to be applied upon which the Trustee may conclusively rely, which Officer’s Certificate shall set forth (1) in reasonable detail the Issuer’s determination of each component of the
definition of Applicable Amount and in the case of clause (a) identifying in reasonable detail the applicable restrictions and the maximum amount of funds that may be paid after giving effect to such restriction, and (2) state the total
amount of interest to be paid on the Interest Payment Date in respect of such Interest Period and the amount of such interest to be paid as PIK Interest or Partial PIK Interest, as the case may be (a “PIK Notice”). The Trustee, on
behalf of the Issuer, shall promptly deliver a corresponding notice provided by the Issuer to the Holders. Interest on the Notes in respect of any Interest Period for which a PIK Notice is not delivered in accordance with this Note and the Indenture
must be paid entirely in cash. Interest for the first Interest Period commencing on the Issue Date and for the last Interest Period ending at Stated Maturity shall be payable entirely in cash. 

Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of Notes as described under
Section 3.07 of the Indenture, in connection with any repurchase of Notes as described under Section 3.09 of the Indenture or in connection with any repurchase of Notes as described under Section 4.14 of the Indenture shall be made
solely in cash. 
 The Notes will be payable as to principal, premium, if any, and Cash Interest (and defaulted interest, if any), if any,
at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of Cash Interest, if any, due on an Interest Payment Date 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, premium, if any, on, and interest, if any, on, all Global Notes and, with
respect to Cash Interest due on an Interest Payment Date, all other Notes the Holders of which will have provided wire transfer instructions to the Paying Agent at least fifteen (15) Business Days prior to the Interest Payment Date. Such
payments will 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, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as
Paying Agent and RegistraR. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 

(4) INDENTURE. The Issuer issued the Notes under an Indenture dated as of February 9, 2017 (the “Indenture”)
between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. 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. The Notes are unsecured obligations of the IssueR. The Indenture does not limit the aggregate principal amount of Notes
that may be issued thereunder. 

  
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 (5) OPTIONAL REDEMPTION. 

(a) At any time prior to February 15, 2019, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal
amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price equal to 112.000% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any,
to the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date), with the net cash proceeds of an Equity Offering;
provided that: 
 (1) at least 50% of the aggregate principal amount of Notes issued under the Indenture (including
any Additional Notes and PIK Notes (or any increase in the principal amount of a Global Note pursuant to the payment of PIK Interest or Partial PIK Interest in accordance with the terms of this Indenture), but excluding notes held by the Issuer, any
direct or indirect parent of the Issuer or any of the Issuer’s Subsidiaries) remain outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. 

(b) At any time prior to February 15, 2019, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a
redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the rights of Holders of Notes on a relevant record date
to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. 
 (c) The Issuer will have the right to
redeem the Notes at 101% of the principal amount thereof following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such
Change of Control. 
 (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to
February 15, 2019. 
 (e) On or after February 15, 2019, the Issuer may on any one or more occasions redeem all or a portion of the
Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the 12-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or
prior to the redemption date: 
  

					
	 Year
	  	Percentage	 
	 2019
	  	 	106.000	% 
	 2020
	  	 	103.000	% 
	 2021 and thereafter
	  	 	100.000	% 

 In connection with any redemption of Notes (including with net cash proceeds of an Equity Offering), any such
redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any
Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all
such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the
Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed. If any such condition precedent has not been satisfied, the Issuer shall provide written notice to the Trustee prior to the close of business two
(2) Business Days prior to the redemption date. Upon receipt, the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. 

  
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 Unless the Issuer defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
 (6) MANDATORY REDEMPTION. The
Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Issuer to repurchase all or any
portion (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof) of that Holder’s
Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, in a minimum denomination of
$1.00). In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the
date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the Change of Control Payment
Date. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) Following the occurrence of certain Asset Sales, the Issuer may be required to offer to repurchase the Notes as required by the Indenture.

 (8) NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be
mailed, by first class mail (or with respect to Global Notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically), a notice of redemption to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 90 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles
8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess
thereof) (provided, that any unpurchased portion of a Note must be in a minimum denomination of $2,000 (or if a PIK Payment has been made, in a minimum denomination of $1.00)); 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 shall be redeemed or purchased. 
 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof).
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a
transfer of Notes. Holders will be required to pay all taxes due on transfeR. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or
any Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes and PIK Notes (or


  
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any increase in the principal amount of a Global Note, if any, pursuant to the payment of PIK Interest or Partial PIK Interest in accordance with the terms of the Indenture), if any, voting as a
single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment
of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes or any Note Guarantee may be
waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes and PIK Notes (or any increase in the principal amount of a Global Note, if any, pursuant to the payment of
PIK Interest or Partial PIK Interest in accordance with the terms of this Indenture), if any, voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Without the consent of any Holder of Notes, the Indenture, the Notes or any Note Guarantee may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency; to provide for uncertificated Notes in addition to or in place
of certificated Notes; to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale, assignment, transfer, conveyance, lease or
other disposition of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable, in accordance with Article 5 or Article 10 of the Indenture; to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder; to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the
Issuer’s Offering Memorandum dated February 6, 2017, relating to the initial offering of the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes and, in the event PIK Notes are issued, to make appropriate amendments to the Indenture to reflect changes to minimum denomination of PIK Notes,
establish minimum redemption amounts for PIK Notes and other changes necessary to administer PIK Notes. 
 (12) DEFAULTS AND REMEDIES.
The Notes are subject to the Defaults and Events of Default set forth in Section 6.01 of the Indenture. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the
Holders of all the Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if
any, or interest, if any, on, the Notes (except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes). The Issuer is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee. 

(14) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such,
will have any liability for any obligations of the Issuer or the Guarantors (if any) under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of an authorized signatory of the Trustee
or an authenticating agent. 
 (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
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 (17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has 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. 

(18) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 

Vertiv Intermediate Holding Corporation 

c/o Platinum Equity, LLC 
 360
North Crescent Drive 
 Beverly Hills, CA 90210 

Attention: Legal Department 

  
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 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
                                         
                                         
                                         
                                         
             
 attorney to transfer this Note on the books of the IssueR. The attorney may
substitute another to act for him. 
  

	
	 Date:
                                         
   


  

			
	Your Signature:	 	  

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


 Signature Guarantee*:
                                         
                
  

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



  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or Section 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 the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: 

$                     ($2,000 or an integral
multiple of $1,000 in excess thereof (or if a PIK Payment has been made, $1.00 or an integral multiple of $1.00 in excess thereof), provided that the unpurchased portion of the Note shall be in a minimum principal amount of $2,000 (or, if a
PIK Payment has been made, $1.00). 
  

	
	 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). 



  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3 
 The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note or the following increases in the principal amount of this Global Note to reflect the payment of PIK Interest, have
been made: 
  

											
	 Date of
 Exchange or

Payment of PIK

Interest
	  	 Amount of

decrease in
 Principal

Amount of this
 Global Note
	  	 Amount of

increase in
 Principal

Amount of
 this Global Note
	  	 PIK Increases
	  	 Principal
Amount of this
Global Note
following
such
decrease (or
increase)
	  	 Signature of
authorized
signatory of
Trustee
or
Custodian


  
  

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



  
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 EXHIBIT B 

[FORM OF CERTIFICATE OF TRANSFER] 
 Vertiv
Intermediate Holding Corporation 
 c/o Platinum Equity, LLC 

360 North Crescent Drive 
 Beverly Hills, CA 90210 

Attention: Legal Department 
 The Bank of New York Mellon Trust
Company, N.A. 
 2 N. La Salle Street, Suite 1020 
 Chicago,
Illinois 60602 
 Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 
  

	 	Re:	 12.00%/13.00% Senior PIK Toggle Notes due 2022 



Reference is hereby made to the Indenture, dated as of February 9, 2017 (the “Indenture”), among Vertiv Intermediate
Holding Corporation, a Delaware corporation (the “Issuer”), as issuer, the guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture. 

                    , (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$                     in such Note[s] or interests (the “Transfer”), to
                     (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1. ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a
Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the 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 any applicable blue sky securities laws of any state of the United States. 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 Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

2. ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S
Permanent Global Note or a Restricted 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 

  
 B-1 













 
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 Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act. 
 3. ☐ Check and complete if Transferee will take delivery of a beneficial interest
in a Restricted 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 Issuer 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; 

or 
 (d) ☐
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in 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 be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Notes and in the Indenture and the Securities
Act. 
 4. ☐ Check if Transferee will take delivery of an Unrestricted Definitive Note. 

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (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


  
 B-2 













 
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. 

  
 B-3 













 This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuer. 
  

			
	  
 [Insert
Name of Transferor]

		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                                     

  
 B-4 













 ANNEX A TO CERTIFICATE OF TRANSFER 

 

							
	 1.
	 	 The Transferor owns and proposes to transfer the following:

		
		 	[CHECK ONE OF (a) OR (b)]
				
		 	 (a)
	  	 ☐
	  	 a beneficial interest in the:



									
					
		 		 	 (i)
	  	 ☐
	  	 144A Global Note (CUSIP        ), or

					
		 		 	 (ii)
	  	 ☐
	  	 Regulation S Global Note (CUSIP _), or



							
				
		 	 (b)
	  	 ☐
	  	 a Restricted Definitive Note.

		
	 2.
	 	 After the Transfer the Transferee will hold:

	
	[CHECK ONE]
				
		 	 (a)
	  	 ☐
	  	 a beneficial interest in the:



									
					
		 		 	 (i)
	  	 ☐
	  	 144A Global Note (CUSIP _______), or

					
		 		 	 (ii)
	  	 ☐
	  	 Regulation S Global Note (CUSIP _______), or



							
				
		 	 (b)
	  	 ☐
	  	 a Restricted Definitive Note;

				
		 	 (c)
	  	 ☐
	  	 an Unrestricted Definitive Note;

		
		 	 in accordance with the terms of the Indenture


 . 

  
 B-5 













 EXHIBIT C 

[FORM OF CERTIFICATE OF EXCHANGE] 
 Vertiv
Intermediate Holding Corporation 
 c/o Platinum Equity, LLC 

360 North Crescent Drive 
 Beverly Hills, CA 90210 

Attention: Legal Department 
 The Bank of New York Mellon Trust
Company, N.A. 
 2 North LaSalle Street, Suite 1020 
 Chicago,
Illinois 60602 
 Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 
  

	 	Re:	 12.00%/13.00%              Senior PIK Toggle Notes
due 2022 


 (CUSIP             ) 

Reference is hereby made to the Indenture, dated as of February 9, 2017 (the “Indenture”), among Vertiv Intermediate
Holding Corporation, a Delaware corporation (the “Issuer”), as issuer, the guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture. 

                     (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive
Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes. 

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s
own account without transfeR. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the 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. 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 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. 

  
 C-1 













 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted
Global Note for Unrestricted Definitive Notes. 
 (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the 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. 
 (b) ☐ Check if Exchange is from Restricted Definitive Note
to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the 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 













 This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuer. 
  

			
	  
 [Insert
Name of Transferor]

		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                                     

  
 C-3 













 EXHIBIT D 

[FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR] 

Vertiv Intermediate Holding Corporation 
 c/o Platinum Equity,
LLC 
 360 North Crescent Drive 
 Beverly Hills, CA 90210 

Attention: Legal Department 
 The Bank of New York Mellon Trust
Company, N.A. 
 2 North LaSalle Street, Suite 1020 
 Chicago,
Illinois 60602 
 Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 
  

	 	Re:	 12.00%/13.00% Senior PIK Toggle Notes due 2022 



Reference is hereby made to the Indenture, dated as of February 9, 2017 (the “Indenture”), among Vertiv Intermediate
Holding Corporation, a Delaware corporation (the “Issuer”), as issuer, the guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of
$                     aggregate principal amount of a Definitive Note, we confirm that: 

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities Act”). 
 2. We understand that the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to
an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a signed letter substantially in the form of this letter
and an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note from us in a
transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

3. We understand that, on any proposed resale of the Notes, we will be required to furnish to you and the Issuer such certifications, legal
opinions and other information as you and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment. 

  
 D-1 













 5. We are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor’) as to each of which we exercise sole investment discretion. 

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	  

		 	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: ___________________ 

  
 D-2 













 EXHIBIT E 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY GUARANTORS] 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , between
                     (the “Guaranteeing Subsidiary”), a subsidiary of Vertiv Intermediate Holding Corporation, a Delaware
corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 

WITNESSETH 
 WHEREAS, the Issuer
has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 9, 2017, providing for the issuance of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (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 Issuer’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Note Guarantee”); 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture; and 
 WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and
agreement according to its terms have been done. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 2. GUARANTEE. 

(a) Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights
and be subject to all of the obligations and agreements of a Guarantor under the Indenture, effective upon the execution and delivery of this Supplemental Indenture. 

(b) The Guaranteeing Subsidiary hereby provides an unconditional Guarantee on the terms and subject to the conditions set forth
in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 
 3. NO RECOURSE AGAINST OTHERS.
No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws. 
 4. NEW YORK LAW TO GOVERN. THE LAWS OF THE
STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


  
 E-1 













 5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 6.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 7.
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which recitals
are made solely by the Guaranteeing Subsidiary, and the Trustee assumes no responsibility for their correctness. 
 8.
BENEFITS ACKNOWLEDGED. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 

9. SUCCESSORS. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except
as otherwise provided in the Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 E-2 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated: __________________ 

 

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
 E-3 













 EXHIBIT F 

[FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP] 

The Bank of New York Mellon Trust Company, N.A. 
 2 North LaSalle
Street, Suite 1020 
 Chicago, Illinois 60602 
 Facsimile No.:
(312) 827-8542 
 Attention: Corporate Trust Administration 

 

	 	Re:	 $500,000,000 aggregate principal amount of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the
“Notes”) of Vertiv Intermediate Holding Corporation (the “Issuer”). 


 Ladies and Gentlemen: 

This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from
institutions appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by a Regulation S Temporary Global Note issued under the Indenture, dated as of February 9, 2017, between the Issuer, the
guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented, that as of the date hereof, $                 principal
amount of Notes represented by the Regulation S Temporary Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of
Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended. 

We further certify that (i) we are not submitting herewith for exchange any portion of such Regulation S Temporary Global Note excepted
in such certifications and (ii) as of the date hereof we have not received any notification from any institution to the effect that the statements made by such institution with respect to any portion of such Regulation S Temporary Global Note
submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof. 
 You and the Issuer are entitled to
rely upon this certificate and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

  
 F-1 













 
			
	Yours faithfully,
	
	[Name of DTC Participant]
		
	By:	 	  

		 	Name:
		 	Title:
		 	Address:


 Date: _______________________ 

  
 F-2