Exhibit 4.1


 


Execution Counterpart


 


ION GEOPHYSICAL CORPORATION


 


AND EACH OF THE GUARANTORS
PARTY HERETO


 


8.00% SENIOR SECURED
SECOND PRIORITY NOTES DUE 2025


 


INDENTURE


 


Dated as of April 20,
2021


 


UMB Bank, National Association


 


as Trustee


 


UMB Bank, National Association


 


as Collateral Agent




     


     


    

CROSS-REFERENCE
TABLE*


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	7.10
	(b)	 	7.10
	311(a) 	 	7.11
	(b)	 	7.11
	312(a)	 	2.05
	(b)	 	14.03
	(c)	 	14.03
	313(a)	 	7.06
	(b)	 	7.06
	(b)(2)	 	7.07
	(c)	 	7.06; 14.02
	(d)	 	7.06
	314(a)(4)	 	4.04; 14.05
	(b)	 	10.02(a)
	(c)	 	14.04
	(d)	 	10.02(a); 10.05
	(e)	 	14.05
	(f)	 	N.A.
	315(a)	 	7.01
	(b)	 	7.05
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.11
	316(a)(last sentence)	 	2.09
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)	 	N.A.
	(b)	 	6.07
	(c)	 	9.04
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.04
	318(a)	 	N.A.
	(b)	 	N.A
	(c)	 	14.01



 


 




N.A. means not applicable


*     This Cross-Reference Table is not part of this Indenture





     


     


    

TABLE
OF CONTENTS


 


Page


 




	Article 1 DEFINITIONS AND INCORPORATION  BY REFERENCE	1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	26
	Section 1.03	Incorporation by Reference of Trust Indenture Act	26
	Section 1.04	Rules of Construction	27
	Article 2 THE NOTES	27
	Section 2.01  	Form and Dating	27
	Section 2.02	Execution and Authentication	28
	Section 2.03	Registrar and Paying Agent	28
	Section 2.04	Paying Agent to Hold Money in Trust	28
	Section 2.05	Holder Lists	29
	Section 2.06	Transfer and Exchange	29
	Section 2.07	Replacement Notes	32
	Section 2.08	Outstanding Notes	32
	Section 2.09	Treasury Notes	32
	Section 2.10	Temporary Notes	32
	Section 2.11	Cancellation	33
	Section 2.12	Defaulted Interest	33
	Section 2.13	Series A Preferred Stock	33
	Article 3 REDEMPTION AND PREPAYMENT	34
	Section 3.01	Notices to Trustee	34
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	34
	Section 3.03	Notice of Redemption	34
	Section 3.04	Effect of Notice of Redemption	35
	Section 3.05	Deposit of Redemption or Purchase Price	35
	Section 3.06	Notes Redeemed or Purchased in Part	35
	Section 3.07	Optional Redemption	35
	Section 3.08	Mandatory Redemption	36
	Section 3.09	Offer to Purchase by Application of Excess Proceeds	36
	Article 4 COVENANTS	37
	Section 4.01	Payment of Notes	37
	Section 4.02	Maintenance of Office or Agency	37
	Section 4.03	Reports	37
	Section 4.04	Compliance Certificate	38
	Section 4.05	Taxes	38
	Section 4.06	Stay, Extension and Usury Laws	39
	Section 4.07	Restricted Payments	39
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	42
	Section 4.09  	Incurrence of Indebtedness and Issuance of Preferred Stock	44
	Section 4.10	Asset Sales	47
	Section 4.11	Transactions with Affiliates	49
	Section 4.12	Liens	50
	Section 4.13	Corporate Existence	50
	Section 4.14	Offer to Repurchase Upon Change of Control	51
	Section 4.15	Additional Note Guarantees	52
	Section 4.16	Designation of Restricted and Unrestricted Subsidiaries	52
	Section 4.17	Covenant Suspension	53
	Section 4.18	Further Assurances; Insurance	53
	Section 4.19	Impairment of Security Interest	54
	Section 4.20	After-Acquired Property	54
	Section 4.21	Limitation on Layered Indebtedness	54




    i


     


    


	Article 5 SUCCESSORS	55
	Section 5.01   	Merger, Consolidation or Sale of Assets	55
	Section 5.02   	Successor Corporation Substituted	55
	Article 6 DEFAULTS AND REMEDIES	56
	Section 6.01   	Events of Default	56
	Section 6.02   	Acceleration	57
	Section 6.03   	Other Remedies	58
	Section 6.04   	Waiver of Past Defaults	58
	Section 6.05   	Control by Majority	58
	Section 6.06   	Limitation on Suits	58
	Section 6.07   	Rights of Holders of Notes to Receive Payment	58
	Section 6.08   	Collection Suit by Trustee and Collateral Agent	59
	Section 6.09   	Trustee May File Proofs of Claim	59
	Section 6.10   	Priorities	59
	Section 6.11   	Undertaking for Costs	59
	Article 7 TRUSTEE	60
	Section 7.01   	Duties of Trustee	60
	Section 7.02   	Rights of Trustee	60
	Section 7.03   	Individual Rights of Trustee	63
	Section 7.04   	Trustee’s Disclaimer	63
	Section 7.05   	Notice of Defaults	63
	Section 7.06   	Reports by Trustee to Holders of the Notes	63
	Section 7.07   	Compensation and Indemnity	63
	Section 7.08   	Replacement of Trustee	64
	Section 7.09   	Successor Trustee by Merger, etc.	65
	Section 7.10   	Eligibility; Disqualification	65
	Section 7.11   	Preferential Collection of Claims Against Company	65
	Section 7.12   	Collateral Agent	65
	Section 7.13   	Separate Trustees and Co-Trustees	65
	Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	66
	Section 8.01   	Option to Effect Legal Defeasance or Covenant Defeasance	66
	Section 8.02   	Legal Defeasance and Discharge	66
	Section 8.03   	Covenant Defeasance	67
	Section 8.04   	Conditions to Legal or Covenant Defeasance	67
	Section 8.05   	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	68
	Section 8.06   	Repayment to Company	68
	Section 8.07   	Reinstatement	69
	Article 9 AMENDMENT, SUPPLEMENT AND WAIVER	69
	Section 9.01   	Without Consent of Holders of Notes	69
	Section 9.02   	With Consent of Holders of Notes	70
	Section 9.03   	Trust Indenture Act	71
	Section 9.04   	Revocation and Effect of Consents	71
	Section 9.05   	Notation on or Exchange of Notes	71
	Section 9.06   	Trustee to Sign Amendments, etc.	71
	Article 10 COLLATERAL AND SECURITY	72
	Section 10.01   	Security Documents	72
	Section 10.02   	Recording and Opinions	72
	Section 10.03   	Release of Liens on Collateral	72
	Section 10.04   	Release of Liens in Respect of Notes	73
	Section 10.05   	Certificates of the Company	73
	Section 10.06   	Certificates of the Trustee	73
	Section 10.07   	Authorization of Actions to Be Taken Under the Security Documents	74




    ii


     


    


	Section 10.08   	Authorization of Receipt of Funds by the Trustee Under the Security Documents	74
	Section 10.09   	Collateral Agent	74
	Article 11 NOTE GUARANTEES	75
	Section 11.01   	Guarantee	75
	Section 11.02   	Limitation on Guarantor Liability	76
	Section 11.03   	Execution and Delivery of Note Guarantee	76
	Section 11.04   	Guarantors May Consolidate, etc., on Certain Terms	77
	Section 11.05   	Releases	77
	Article 12 SATISFACTION AND DISCHARGE	78
	Section 12.01   	Satisfaction and Discharge	78
	Section 12.02   	Application of Trust Money	79
	Article 13 CONVERSION OF NOTES	79
	Section 13.01   	Conversion Privilege	79
	Section 13.02   	Conversion Procedure	80
	Section 13.03   	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change	82
	Section 13.04   	Adjustment of Conversion Rate	84
	Section 13.05   	Adjustment of Prices	89
	Section 13.06   	Shares to Be Fully Paid	90
	Section 13.07   	Effect of Recapitalizations, Reclassifications, and Changes of the Common Stock	90
	Section 13.08   	Certain Covenants	91
	Section 13.09   	Responsibility of Trustee	91
	Section 13.10   	Notice to Holders Prior to Certain Actions	92
	Section 13.11   	Stockholder Rights Plans	92
	Section 13.12   	[Intentionally Omitted.]	92
	Section 13.13   	Company Conversion	92
	Article 14 MISCELLANEOUS	93
	Section 14.01   	Trust Indenture Act Controls	93
	Section 14.02   	Notices	93
	Section 14.03  	Communication by Holders of Notes with Other Holders of Notes	94
	Section 14.04   	Certificate and Opinion as to Conditions Precedent	94
	Section 14.05   	Statements Required in Certificate or Opinion	94
	Section 14.06   	Rules by Trustee and Agents	94
	Section 14.07   	No Personal Liability of Directors, Officers, Employees and Stockholders	94
	Section 14.08   	Governing Law	95
	Section 14.09   	No Adverse Interpretation of Other Agreements	95
	Section 14.10   	Successors	95
	Section 14.11   	Severability	96
	Section 14.12   	Counterpart Originals	96
	Section 14.13   	Table of Contents, Headings, etc.	96




    iii


     


    

EXHIBITS


 


	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	FORM OF NOTATION OF GUARANTEE
	Exhibit E	FORM OF SUPPLEMENTAL INDENTURE
	Exhibit F	FORM OF INTERCREDITOR AGREEMENT




    iv


     


    

This INDENTURE dated
as of April 20, 2021 is among ION Geophysical Corporation, a Delaware corporation, the Guarantors (as defined), UMB Bank, National
Association, as trustee, and UMB Bank, National Association, as collateral agent.


 


The Company, the Guarantors,
the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the
Holders (as defined) of (a) the 8.00% Senior Secured Second Priority Notes due 2025 in an aggregate principal amount of $116,193,000
(the “Initial Notes”) and (b) the Holders of any Additional Notes (as defined herein, and together with the
Initial Notes, the “Notes”) issued hereafter. This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, (the “TIA”) that are required to be part of and to govern indentures
qualified under the TIA.


 


Article
1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


		Section 1.01	Definitions.



 


“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; and


 


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


 


“Act of Supermajority
of Debtholders” means, as to any matter at any time:


 


(1)           prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Priority Lien Collateral Agent
by or with the written consent of the Holders of more than 662/3% of the sum of: (a) the aggregate outstanding principal
amount of Priority Lien Debt (including outstanding letters of credit whether or not then available or drawn); and (b) other than
in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute
Priority Lien Debt; and


 


(2)          
at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral Agent by
or with the written consent of the Holders of at least 662/3% in aggregate principal amount of the Notes (including
any Additional Notes) then outstanding.


 


“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.


 


“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; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms
 “controlling,” “controlled by” and “under common control with” have correlative meanings.


 


“After-Acquired
Property” means any and all assets or property acquired after the date of this Indenture, including any property
or assets acquired by the Company or a Guarantor from another Guarantor, which in each case constitutes Collateral.


 


“Agent”
means any authenticating agent, Collateral Agent, Registrar, co-registrar, Paying Agent, additional paying agent or
other agent appointed by the Company pursuant to the terms of this Indenture.


 


“Applicable
Premium” means, with respect to any Note on any Redemption Date, the excess of: (a) the present value at such
Redemption Date of (i) the redemption price of the Note at December 15, 2023 plus (ii) all required interest payments due on the
Note through December 15, 2023 (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.



    1


     


    


The Company shall calculate
the Applicable Premium prior to the applicable Redemption Date and deliver an Officers’ Certificate to the Trustee setting
forth the Applicable Premium and showing the calculation thereof in reasonable detail accompanying the Notice of Redemption provided
by the Company under Section 3.03 hereof.


 


“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 Company or any of its Restricted Subsidiaries,
and any disposition of Capital Stock, Indebtedness, or other securities of an Unrestricted Subsidiary; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole shall be governed by Sections 4.14 and/or 5.01 hereof (and not, for the avoidance of doubt, Section 4.10 hereof);
and


 


(2)           
the issuance of Equity Interests by any of the Company’s
Restricted Subsidiaries or the sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any of the Company’s
Subsidiaries (other than directors’ qualifying shares or
shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).


 


Notwithstanding the
preceding, none of the following items shall be deemed to be an Asset Sale:


 


(1)          
any single transaction or series of related transactions that involve assets having a Fair Market Value of no more than
$5.0 million since the date of this Indenture;


 


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


 


(3)          
an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of
the Company;


 


(4)          
the sale, lease, license, sublicense or other transfer of assets, services or accounts receivable in the ordinary course
of business and any sale or other disposition of 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 Company, no longer economically
practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole);


 


(5)           
licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software or intellectual property in the
ordinary course of business;


 


(6)          
any surrender 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 and the sale or other disposition pursuant to foreclosure of
the assets subject to such Lien;


 


(8)          
the sale or other disposition of cash, Cash Equivalents, Hedging Obligations or other financial instruments;


 


(9)          
the announced INOVA transaction;


 


and


 


(10)        
a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment (or a disposition that would constitute
a Restricted Payment but for the exclusion from the definition thereof).


 


“Attributable
Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of
the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback
transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined
in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation,
the amount of Indebtedness represented thereby shall be determined in accordance with the definition of “Capital Lease Obligation.”



    2


     


    


“Bankruptcy
Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief
of debtors, including, without limitation, the Mexican Ley de Concursos Mercantiles.


 


“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” shall 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.


 


“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 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. Notwithstanding the foregoing, any
lease (whether entered into before or after the date of this Indenture) that would have been classified as an operating lease pursuant
to GAAP as in effect on the date of this Indenture shall be deemed not to represent a Capital Lease Obligation.


 


“Capital Stock”
means:


 


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


 


(2)          
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock;


 


(3)         
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and


 


(4)          
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person, 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.


 


“Cash
Equivalents” means:


 


(1)          
United States dollars;


 


(2)         
securities issued or directly and fully guaranteed or insured by 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) having maturities of not more than six months from the date of acquisition;


 


(3)          
certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months
and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B”
or better;



    3


     


    


(4)          
repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;


 


(5)          
commercial paper having one of the two highest ratings obtainable from Moody’s
or S&P and, in each case, maturing within one year after the date of acquisition;


 


(6)          
money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1)
through (5) of this definition;


 


(7)          
money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii)
are rated or invest solely in the assets described in clauses (1) through (6) above and (iii) have portfolio assets of at least
$500.0 million;


 


(8)          
marketable direct obligations issued by any state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof, in each case maturing within one year after the date of acquisition and having, at
such date, the highest rating obtainable from either S&P or Moody’s;


 


(9)          
any interest bearing account at, or certificate of deposit maturing not more than one year after such time issued by, a
U.S. savings and loan association which has a rating of “A−”
or better from S&P or a rating of “A3”
or better from Moody’s on its long term unsecured debt and
which has combined capital and surplus and undivided profits of not less than $500.0 million;


 


(10)        
any interest bearing account at, or certificate of deposit maturing not more than one year after such time, payable in United
States dollars and issued by, (i) a foreign banking institution or foreign branch of a U.S. banking institution, which banking
institution has a rating of “A−”
or better from S&P or a rating of “A3”
or better from Moody’s on its long-term unsecured debt and
combined capital and surplus and undivided profits of not less than $500.0 million, or (ii) any foreign subsidiary of a U.S. banking
institution, which U.S. banking institution has a rating of “A−”
or better from S&P or a rating of “A3”
or better from Moody’s and which subsidiary has combined
capital and surplus and undivided profits of not less than $500.0 million;


 


(11)        
any evidence of Indebtedness (including variable rate demand notes), maturing not more than one year after such time, issued
by any State of the United States, by any county or municipality organized or incorporated under the laws of any State of the United
States or by any agency or subdivision of any of the foregoing, in each case rated “A−”
or better by S&P or rated “A3”
or better by Moody’s;


 


(12)       
any preferred securities issued by domestic or foreign corporations, municipalities, or closed-end management investment
companies and are designed as short term money market instruments rated “A−”
or better by S&P or rated “A3”
or better by Moody’s, provided that such Investment will
not result in any violation of F.R.S. Board Regulation U and further provided that the Company’s
aggregate ownership interest of all of the Guarantors does not exceed (and is not convertible into shares which exceed 5% of the
issuer’s outstanding shares entitled to vote unless such
ownership interest is acquired pursuant to a merger agreement between or among the Company and/or one or more Guarantors and such
issuer);


 


(13)        
any mutual funds or similar investment vehicles investing primarily in Investments of the types set forth in the foregoing
clauses (1) through (12), provided that ratings requirements shall be applicable to the mutual fund rather than the underlying
Investments, as follows: such mutual funds shall, in each case, have a rating of “A−”
or better from S&P or a rating of “A3”
from Moody’s, provided, however, that it is
agreed that (i) any Investment which when made complies with the requirements of any of the foregoing clauses (7), (8), (9), (10),
(11) or (12) may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements;
and (ii) no Investment otherwise permitted by clauses (12) or (13) shall be permitted to be made directly or indirectly through
a mutual fund if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing; and


 


(14)        
with respect to the Subsidiaries that are not Domestic Subsidiaries only, any Investments outside of the United States that
are the functional foreign equivalents in all material respects to the investments described in the foregoing clauses (1) through
(13) of this definition.



    4


     


    


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


 


(1)         
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any Person (including any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act));


 


(2)          
the adoption of a plan relating to the liquidation or dissolution of the Company;


 


(3)          
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is
that any Person (including any “person”
(as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured
by voting power rather than number of shares; provided, however, that a conversion at the option of the Company that causes fifty
percent (50%) or more of the Voting Stock of the Company to change will not constitute a Change of Control; or


 


(4)         
the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.


 


Notwithstanding the
preceding, the conversion of the Company from a corporation to a limited liability company, limited partnership or other form of
entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of
entity shall not constitute a Change of Control, so long as such transaction otherwise complies with the terms of this Indenture
and 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 Company immediately prior to such transactions continue to Beneficially Own in
the aggregate more than 50% of the Voting Stock of the Company, 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
or its general partner, as applicable, and, in either case no “person” Beneficially Owns more than 50% of the Voting
Stock of such entity or its general partner, as applicable.


 


“Class”
means (1) in the case of Second Lien Debt, all Second Lien Debt, taken together, and (2) in the case of Priority Lien
Debt, every Series of Priority Lien Debt, taken together.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Collateral”
means all properties and assets at any time owned or acquired by the Company or any of the other Guarantors, except:


 


(1)          
Excluded Assets;


 


(2)         
any properties and assets in which the Collateral Agent is required to release its Liens pursuant to the provisions described
in Section 5.1 of the Intercreditor Agreement; and


 


(3)          
any properties and assets that no longer secure the Notes or any Obligations in respect thereof pursuant to the provisions
described in Section 10.04 hereof;


 


provided
that in the case of clauses (2) and (3), if such Liens are required to be released as a result of the sale, transfer
or other disposition of any properties or assets of the Company or any other Guarantor, such assets or properties shall cease to
be excluded from the Collateral if the Company or any other Guarantor thereafter acquires or reacquires such assets or properties.


 


“Collateral
Account” means any segregate account under the sole control of the Collateral Agent that is free from all other Liens
(other than Liens securing the Priority Lien Obligations), and only includes all cash, Cash Equivalents, and non-cash consideration
received by the Trustee or the Collateral Agent from any Sale of Collateral, foreclosure or other awards or proceeds pursuant to
the Security Documents, including earnings, revenues, rents, issues, profits, and income from the Collateral received pursuant
to the Security Documents and interest earned thereon.


 


“Collateral
Agent” means UMB Bank, National Association, in its capacity as Collateral Agent, until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.


 


“Common Stock”
means the Common Stock of the Company, par value $0.01 per share.



    5


     


    


“Company”
means ION Geophysical Corporation, and any and all successors thereto.


 


“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)          
an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries
in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus


 


(2)          
provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent
that such provision for taxes was 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 foreign currency translation losses (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


 


(5)          
(reserved), plus


 


(6)          
depreciation, amortization (including amortization of intangibles but excluding (i) amortization of prepaid cash expenses
that were paid in a prior period and (ii) amortization of multiclient libraries) and other non-cash charges and expenses (excluding
any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any
future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation, amortization and other non- cash charges or expenses were deducted
in computing such Consolidated Net Income; minus


 


(7)          
any foreign currency translation gains (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


 


(8)          
non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary
course of business;


 


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


 


Notwithstanding the
preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated EBITDA of
the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to
the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct
or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.


 


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate 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 preferred stock dividends; provided that:


 


(1)          
all extraordinary gains and losses and all gains and losses realized in connection with any Asset Sale or the disposition
of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, shall
be excluded;


 


(2)          
the net income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or
a Restricted Subsidiary of the Person;



    6


     


    


(3)          
the net income (but not loss) of any Restricted Subsidiary other than a Guarantor shall 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;


 


(4)          
the cumulative effect of a change in accounting principles shall be excluded; and


 


(5)          
non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial
Accounting Standards Board Accounting Standards Codification 815 (“ASC
815”) shall be excluded.


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or
waived.


 


“Continuing
Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:


 


(1)          
was a member of such Board of Directors on the date of this Indenture; or


 


(2)          
was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination or election.


 


“Conversion
Agent” means any Person authorized by the Company to convert any Notes on behalf of the Company.


 


“Corporate
Trust Office of the Trustee” means the address of the Trustee specified in Section 14.02 hereof or such other
address as to which the Trustee may give notice to the Company.


 


“Credit
Agreement” means that certain Revolving Credit and Security Agreement, dated as of August 22, 2014, by and among
the Company, ION Exploration, I/O Marine and GX Technology (collectively, the “Borrowers”, and each, a “Borrower”),
the financial institutions a party thereto as lenders (collectively, the “Lenders” and each individually a “Lender”),
PNC Bank, National Association (“PNC”), as agent for the Lenders, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, as amended by that certain First Amendment to Revolving
Credit and Security Agreement dated as of August 4, 2015 by and among the Borrowers and PNC, as the sole Lender and in its capacity
as agent, in each case, and as further amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or
after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole
or in part from time to time.


 


“Credit
Agreement Agent” means, at any time, the Person serving at such time as the “Agent” or “Administrative
Agent” under the Credit Agreement or any other representative then most recently designated in accordance with the applicable
provisions of the Credit Agreement, together with its successors in such capacity.


 


“Credit
Facilities” means, one or more debt facilities (including, without limitation, any Credit Agreement), indentures,
commercial paper facilities or secured or unsecured capital market financing, in each case, with banks or other institutional lenders
or institutional investors providing for revolving credit loans, term loans, term debt, debt securities, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against
such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced
in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.


 


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


 


“Customary
Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from
the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary,
fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by
lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.


 


“Daily Conversion
Value” means for each of the 30 consecutive trading days during the Observation Period, l/30th of the product of (1)
the conversion rate on such trading day and (2) the Daily VWAP for such trading day.



    7


     


    


“Daily Settlement
Amount” means for each of the 30 consecutive trading days during the Observation Period shall consist of: (1) cash equal
to the lesser of (i) the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified (or
deemed specified) in the notice specifying the Company’s chosen settlement method (the “specified dollar amount”),
divided by 30 (such quotient, the “daily measurement value”) and (ii) the Daily Conversion Value; and (2) if the Daily
Conversion Value exceeds the daily measurement value, a number of shares equal to (i) the difference between the Daily Conversion
Value and the daily measurement value, divided by (ii) the Daily VWAP for such trading day.


 


“Daily VWAP”
means, for each of the 30 consecutive trading days during the relevant observation period, the per share volume-weighted average
price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “IO AQR” (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of
one share of our Common Stock on such trading day determined, using a volume-weighted average method, by a nationally recognized
independent investment banking firm retained for this purpose by us). The “Daily VWAP” will be determined without regard
to after-hours trading or any other trading outside of the regular trading session trading hours.


 


“De
Minimis Guaranteed Amount” means a principal amount of Indebtedness that does not exceed $2.5 million.


 


“Deemed
Capitalized Leases” means obligations of the Company or any Restricted Subsidiary of the Company that are classified
as “capital lease obligations” under GAAP due to the application of ASC Topic 840 or any subsequent pronouncement having
similar effect and, except for such regulation or pronouncement, such obligation would not constitute a Capital Lease Obligation.


 


“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, 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.


 


“Discharge
of Priority Lien Obligations” has the meaning given to the term “Discharge of First Lien Obligations”
in the Intercreditor Agreement.


 


“Discharge
of Second Lien Obligations” has the meaning given to the term “Discharge of Second Lien Obligations”
in the Intercreditor Agreement.


 


“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 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 any class of Capital Stock of such Person that by its terms authorizes such Person
to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking
fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock that is not Disqualified Stock, and that
is not convertible, puttable or exchangeable for Disqualified Stock so long as such Person satisfies its obligations with respect
thereto solely by the delivery of Capital Stock that is not Disqualified Stock. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified
Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant
to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed
to be outstanding at any time for purposes of this Indenture shall be the maximum amount that the Company and its Restricted Subsidiaries
may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock,
exclusive of accrued dividends.


 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States
or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for
any Indebtedness of the Company.



    8


     


    


“Early Exchange
Deadline” means the date that is the tenth (10th) Business Day (as such term is defined in the Exchange Act)
after the date of commencement of the Exchange Offer.


 


“Early Exchange
Premium” means $35 payable, at the Company’s option, either in (I) cash, (II) Common Stock at $2.57 per share,
or (III) Notes.


 


“equally
and ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations
within the same Class, that such Liens or proceeds:


 


(1)          
shall be allocated and distributed first to payment of all fees, costs, expenses and indemnities due and owing to the Secured
Debt Representatives, the Priority Lien Collateral Agent and the Collateral Agent,


 


(2)          
shall be allocated and distributed second to the Secured Debt Representative for each outstanding Series of Secured Debt
within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and
interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any,
outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt within
that Class when the allocation or distribution is made, and thereafter.


 


(3)          
shall be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium
(if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether
or not drawings have been made on such letters of credit) on all outstanding Secured Obligations within that Class) to the Secured
Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of any remaining
Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations
within that Class due and demanded (with written notice to the applicable Secured Debt Representative, the Priority Lien Collateral
Agent and the Collateral Agent) prior to the date such distribution is made.


 


“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 of Equity Interests of the Company by the Company (other than Disqualified
Stock and other than to a Subsidiary of the Company) made on a primary basis by the Company after the date of this Indenture.


 


“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.


 


“Exchange
Offer” means the Company’s offer to exchange all outstanding Existing Second Lien Notes, for each $1,000
principal amount of such notes tendered, (a) $150 in cash, (b) $850 of Notes, provided, however, that up to an aggregate of $20
million of Notes exchange consideration may instead be paid in the form of Common Stock at the Company’s option for every
dollar of Rights Offering proceeds raised from the issuance of Common Stock, and (c) solely in exchange for Existing Second Lien
Notes tendered on or prior to the Early Exchange Deadline and not withdrawn, the Early Exchange Premium.


 


“Excluded
Assets” means each of the following:


 


(1)         
any asset or property right of the Company or any Guarantor of any nature:


 


(a)       if
the grant of a security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of such asset
or property right or the Company’s or any Guarantor’s loss of use of such asset or property right or (ii) a breach,
termination or default under any lease, license, contract or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity) to which the Company
or such Guarantor is party; and


 


(b)       to
the extent that any applicable law or regulation prohibits the creation of a security interest thereon (other than to the extent
that any such term would be rendered ineffective pursuant to any applicable law or principles of equity);



    9


     


    


(2)          
all Capital Stock of Foreign Subsidiaries not directly owned by the Company or a Guarantor;


 


(3)          
any applications for trademarks or service marks filed in the United States Patent and Trademark Office (the “PTO”)
pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until
evidence of use of the mark in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §
1051 Section 1(c) or Section 1(d);


 


(4)          
fixed or capital assets owned by the Company or any Guarantor that is subject to a capital lease or purchase money obligations,
in each case permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof if the contract or other agreement in which such
Lien is granted prohibits the creation of any other Lien on such fixed or capital assets, but only for so long as such prohibition
is in effect and only with respect to the portion of such fixed or capital assets as to which such other Lien attaches and such
prohibition applies;


 


(5)          
motor vehicles;


 


(6)         
any Capital Stock of any Subsidiary to the extent (and only to the extent) that in the reasonable judgment of the Company,
if such Capital Stock were not excluded from the Collateral then Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities
Act would require the filing of separate financial statements of such Subsidiary with the SEC (or any other governmental agency)
in connection with a registration of the Notes under the Securities Act;


 


(7)          
de minimis or immaterial assets for which perfection of the security could not be obtained without unreasonable cost and
expense or under applicable law;


 


(8)          
unless such real property and fixtures (a) secure the Credit Agreement and (b) have a fair market value in excess of $5.0
million, real property and any fixtures owned or leased by the Company or any other Guarantor;


 


(9)          
(reserved);


 


(10)        
unless such Equity Interests secure the Credit Agreement, Equity Interests in any Person other than (a) a Guarantor, to
the extent such Person is at such time a Guarantor, and (b) as provided in clause (2) of this definition;


 


(11)        
any account (and any cash, Cash Equivalents or other investments deposited therein) securing Indebtedness described in Section
4.09(b)(xx) hereof; and


 


(12)       
prior to the Discharge of Priority Lien Obligations, any property not subject to a Lien securing the Priority Lien Obligations.


 


“Ex-Dividend
Date” means the first date on which the shares of the Company’s Common Stock trade on the applicable exchange or
in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from us
or, if applicable, from the seller of the Company’s Common Stock on such exchange or market (in the form of due bills or
otherwise) as determined by such exchange or market, and “effective date” means the first date on which the shares
of the Company’s Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant
share split or share combination, as applicable.


 


“Existing
Indebtedness” means all Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit
Agreement) in existence on the date of this Indenture, including without limitation the Indebtedness under the Legacy Notes after
giving effect to the Offer to Exchange, until such amounts are repaid.


 


“Existing
Second Lien Notes” means the 9.125% Senior Secured Second Priority Notes due 2021 issued pursuant to that certain indenture
dated as of April 28, 2016 (as amended, restated, amended and restated, extended, supplemented, or otherwise modified from time
to time) by and among the Company, as issuer, each of the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as
trustee.


 


“Fair
Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company in the case
of amounts of $25.0 million or more and otherwise by an Officer of the Company (unless otherwise provided in this Indenture).


 


“Fixed
Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person
or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges
any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred
stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference
period.



    10


     


    


In addition, for purposes
of calculating the Fixed Charge Coverage Ratio:


 


(1)          
acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers
or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted
Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries,
during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that
are to be made on the Calculation Date, shall be given pro forma effect as if they had occurred on the first day of the four-quarter
reference period;


 


(2)           
the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded;


 


(3)           
the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date;


 


(4)          
any Person that is a Restricted Subsidiary on the Calculation Date shall be deemed to have been a Restricted Subsidiary
at all times during such four-quarter period;


 


(5)          
any Person that is not a Restricted Subsidiary on the Calculation Date shall be deemed not to have been a Restricted Subsidiary
at any time during such four-quarter period; and


 


(6)          
if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as
if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess
of 12 months).


 


For purposes of this
definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of the Company, which determination shall be conclusive
for all purposes under this Indenture; provided that such Officer may in such Officer’s discretion include any reasonably
identifiable and factually supportable pro forma changes to Consolidated EBITDA or Fixed Charges, including any pro forma expense
and cost reductions or synergies that have occurred or are reasonably expected to occur within the 12 months immediately following
the Calculation Date and are either (i) prepared and calculated in accordance with Regulation S-X under the Securities Act or (ii)
set forth in an Officers’ Certificate signed by the chief financial or accounting officer that states (a) the amount of each
such adjustment and (b) that such adjustments are based on the reasonable good faith belief of the Officers executing such Officers’
Certificate at the time of such execution and the factual basis on which such good faith belief is based.


 


“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,
including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations
(but excluding any interest expense attributable to Deemed Capitalized Leases), imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest
rates; plus



    11


     


    


(2)          
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
plus


 


(3)          
any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent such Guarantee or Lien is called
upon (other than a Lien of the type described in clause (9) of the definition of Permitted Liens); plus


 


(4)          
all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any
of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other
than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company.


 


“Foreign
Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.


 


“Fundamental
Change” means shall be deemed to have occurred at the time after the Notes are originally issued if any of the
following occurs:


 


(a)           a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its
Subsidiaries and the employee benefit plans of the Company and its Subsidiaries, has become the direct or indirect “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50%
of the voting power of the Company’s common equity;


 


(b)           the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted
into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions
of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other
than one of the Company’s Subsidiaries; provided, however, that a transaction described in clause (B) in which
the holders of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly,
more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately
after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not
be a Fundamental Change pursuant to this clause (b);


 


(c)           the
stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or


 


(d)           the
Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of the NYSE MKT, The New York Stock
Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors);


 


provided,
however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental
Change, if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash
payments for fractional shares, in connection with such transaction or transactions consists of shares of common stock that are
listed or quoted on any of the NYSE MKT, The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market
(or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares.


 


“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 or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect on the date of this Indenture.


 


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


 


“Global
Notes” means the 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)(iii), 2.06(b)(iv), 2.06(d)(ii)
or 2.06(f) hereof.



    12


     


    


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment
for which the United States of America 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) (other than a Lien of the type described in clause (9) of the definition of Permitted Liens).


 


“Guarantors”
means any Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,
and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance
with the provisions of this Indenture. The initial Guarantors, as of the date of this Indenture, are GX Technology, ION Exploration,
I/O Marine, and GX Geoscience.


 


“GX Geoscience”
means GX Geoscience Corporation, S. de R.L. de C.V., a Sociedad de Responsabilidad Limitada de Capital Variable organized under
the laws of Mexico.


 


“GX Technology”
means GX Technology Corporation, a Texas corporation.


 


“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.


 


“I/O Marine”
means I/O Marine Systems, Inc., a Louisiana corporation.


 


“Immaterial
Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets (other than Equity Interests in
any other Subsidiary), as of that date, (i) are less than $5.0 million in book value, and (ii) together with all other Immaterial
Subsidiaries that are Domestic Subsidiaries, are less than $10.0 million in book value.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:


 


(1)          
in respect of borrowed money;


 


(2)          
evidenced by or issued in exchange for bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) but excluding bid, performance, surety and appeal bonds to the extent such bonds are undrawn upon
and obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1), (4) and
(5) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or,
if and to the extent drawn upon, such drawing is reimbursed within ten Business Days of payment on such letter of credit;


 


(3)          
in respect of banker’s acceptances;


 


(4)          
representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;


 


(5)          
representing the balance deferred and unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed; or



    13


     


    


(6)          
representing any Hedging Obligations,


 


if and to the extent
any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP, but excluding Deemed Capitalized Leases. 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. Indebtedness shall be calculated without giving effect to the
effects of ASC 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness
for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


Notwithstanding the
preceding, “Indebtedness” of a Person shall not include:


 


(1)          
any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Cash Equivalents
(in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments
of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness,
and subject to no other Liens;


 


(2)          
any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary
Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s
or such Restricted Subsidiary’s direct repayment or reimbursement
obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually
owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness; and


 


(3)          
a Lien of the type described in clause (9) of the definition of Permitted Liens.


 


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


 


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


 


“Initial
Notes” means the first $116,193,000 aggregate principal amount of Notes issued under this Indenture on the date
hereof.


 


“INOVA”
means INOVA Geophysical Equipment Limited, a limited liability company organized under the laws of the People’s
Republic of China or any successor or substitute entity thereof (whether by reincorporation, transfer, merger, amalgamation, conversion
or any other entity transaction) in the same or a different jurisdiction and whether known by the same or a different name.


 


“insolvency
or liquidation proceeding” means:


 


(1)          
any case commenced by or against the Company or any other Guarantor under Title 11, U.S. Code or any similar federal or
state law for the relief of debtors, including, without limitation, the Mexican Ley de Concursos Mercantiles, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or
any other Guarantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Guarantor
or any similar case or proceeding relative to the Company or any other Guarantor or its creditors, as such, in each case whether
or not voluntary;


 


(2)          
any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or
any other Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy (quiebra) or insolvency
(concurso mercantil); or


 


(3)          
any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Guarantor
are determined and any payment or distribution is or may be made on account of such claims.


 


“Intercreditor
Agreement” means the Intercreditor Agreement, substantially in the form attached hereto as Exhibit G, dated as
of the date of this Indenture, among the Priority Lien Collateral Agent, as the first lien representative, the Second Lien Representative,
the Collateral Agent, and the Company and the other grantors referred to therein, as amended, supplemented or otherwise modified
from time to time.



    14


     


    


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel
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, together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company 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 Company’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 Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed
to be an Investment by the Company 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.


 


“ION Exploration”
means ION Exploration Products (U.S.A.), Inc., a Delaware corporation.


 


“Issue Date”
is the date hereof.


 


“Last Reported
Sale Price” means the closing sale per share of Common Stock (or if no closing sale price is reported, the average of
the closing bid and ask prices, or if more than one in either case, the average of the average closing bid and the average closing
ask prices) on such date as reported in composite transactions for the principal United States national or regional securities
exchange on which Common Stock is traded.


 


“Legacy Collateral
Agent” means Wilmington Savings Fund Society, FSB in its capacity as collateral agent under the Legacy Documents, together
with its successors in such capacity.


 


“Legacy Documents”
means, collectively, the Legacy Indenture and the Legacy Notes.


 


“Legacy Indenture”
means the Indenture dated as of May 13, 2013, among the Company, the Guarantors, the Legacy Trustee, and the Legacy Collateral
Agent, as amended, modified, or supplemented from time to time.


 


“Legacy Notes”
means the “Notes,” as defined in the Legacy Indenture.


 


“Legacy Trustee”
means Wilmington Savings Fund Society, FSB (as successor to Wilmington Trust, National Association), as trustee under the Legacy
Indenture, together with its successors in such capacity.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, Wilmington,
Delaware 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, trust 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.


 


“Lien
Release Conditions” means the Discharge of Priority Lien Obligations.


 


“Lien
Sharing and Priority Confirmation” means as to any Series of Priority Lien Debt, the written agreement of the
holders of such Series of Priority Lien Debt, as set forth in the Credit Agreement or other agreement governing such Series of
Priority Lien Debt, for the enforceable benefit of all holders of Second Lien Debt, the Second Lien Representative and each existing
and future holder of Permitted Prior Liens:


 


(1)          
that all Priority Lien Obligations shall be and are secured equally and ratably by all Priority Liens at any time granted
by the Company or any other Guarantor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not
upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be
enforceable by the Priority Lien Collateral Agent for the benefit of all holders of Priority Lien Obligations equally and ratably;



    15


     


    


(2)          
that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of the Intercreditor
Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement
of Priority Liens; and


 


(3)          
consenting to and directing the Priority Lien Collateral Agent to perform its obligations under the Intercreditor Agreement
and the other Priority Lien Security Documents.


 


“Make-Whole
Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined herein and
determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso
in clause (b) of the definition thereof).


 


“Make-Whole
Fundamental Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant
to a repurchase upon a Make-Whole Fundamental Change.


 


“Maturity
Date” means December 15, 2025.


 


“Mexico”
means the United Mexican States.


 


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


 


“Net
Proceeds” means the aggregate amount of cash proceeds and Cash Equivalents received by the Company 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 non-cash consideration received in any Asset Sale but excluding any non-cash consideration
deemed to be cash for the purpose of Section 4.10 hereof) net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, 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, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness secured
by a Lien on the properties or assets that were the subject of such Asset Sale, or which must by its terms, or in order to obtain
a necessary consent to such Asset Sale or by applicable law, be repaid out of the proceeds from such Asset Sale, all distributions
and other payments required to be made to minority interest holders in Restricted Subsidiaries or joint ventures as a result of
such Asset Sale, and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets
established in accordance with GAAP.


 


“Non-Recourse
Debt” means Indebtedness:


 


(1)          
as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor
or otherwise, except for Customary Recourse Exceptions;


 


(2)          
as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries (other than as permitted in clause (3) below); and


 


(3)          
as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets
of the Company or any of its Restricted Subsidiaries except (a) as contemplated by clause (9) of the definition of Permitted Liens
and (b) except for Customary Recourse Exceptions.


 


“Note
Documents” means this Indenture, the Notes and the Security Documents.


 


“Note
Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture.


 


“Note Register”
means the register of Notes for the transfer and exchanges of Notes.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be
treated as a single class for all purposes under this Indenture, including for purposes of waivers, amendments, redemptions and
offers to purchase, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and
any Additional Notes.



    16


     


    


“Obligations”
means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest
(including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency (concurso
mercantil) or liquidation proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien
Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees,
indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.


 


“Observation
Period” with respect to any Notes surrendered for conversion means: (1) if the relevant Conversion Date occurs prior
to September 15, 2025 and the Company has not issued a notice of redemption with respect to the Notes, the 30 consecutive trading
days beginning on, and including, the second trading day immediately succeeding such Conversion Date; (2) if the relevant Conversion
Date occurs on or after September 15, 2025 and the Company has not issued a notice of redemption with respect to the Notes on or
after December 15, 2023, the 30 consecutive trading days beginning on, and including, the 32nd scheduled trading day immediately
preceding the Maturity Date; and (3) if the relevant Conversion Date occurs on or after the date of the Company’s issuance
of a notice of redemption with respect to the Notes and prior to the relevant Redemption Date (even if the relevant Conversion
Date occurs on or after September 15, 2025), the 30 consecutive trading days beginning on, and including, the 32nd scheduled trading
day immediately preceding such Redemption Date.


 


“Offer to
Exchange” means the Offer to Exchange of the Company, dated March 28, 2016, with respect to the Initial Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary or any Vice President of such Person (or, if such Person is a limited partnership, the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of
such Person’s general partner).


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must
be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee or the Collateral
Agent, as applicable. The counsel may be an employee of or counsel to the Company.


 


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


 


“Permitted
Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries
to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the
time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the
Company or any of its Restricted Subsidiaries or (c) assets of such Person were acquired by the Company or any of its Restricted
Subsidiaries and such Indebtedness was assumed in connection therewith (excluding any such Indebtedness that is repaid contemporaneously
with such event); provided that on the date such Person became a Restricted Subsidiary of the Company or the date such Person
was merged or consolidated with or into the Company or any of its Restricted Subsidiaries or on the date of such asset acquisition,
as applicable, either:


 


(1)          
immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of
the applicable four-quarter period, the Company or such Restricted Subsidiary, as applicable, would be 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) hereof, or


 


(2)          
immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of
the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company would be equal to or greater than the Fixed
Charge Coverage Ratio of the Company immediately prior to such transaction.


 


“Permitted
Business” means any business that is the same as, or reasonably related, ancillary or complementary to, any of
the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of this Indenture.



    17


     


    


“Permitted
Investments” means:


 


(1)         
any Investment in the Company or in a Restricted Subsidiary of the Company;


 


(2)         
any Investment in Cash Equivalents;


 


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


 


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


 


(b)       such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Restricted Subsidiary of the Company;


 


(4)         
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and
in compliance with Section 4.10 hereof;


 


(5)         
an acquisition of assets or Capital Stock in any Person solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company;


 


(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 Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy (quiebra) or insolvency (concurso mercantil) of any trade creditor or
customer or (b) litigation, arbitration or other disputes;


 


(7)         
Investments represented by Hedging Obligations;


 


(8)         
loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the
Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;


 


(9)         
Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection
and lease, utility and workers’ compensation, performance
and other similar deposits made in the ordinary course of business by the Company or any of its Restricted Subsidiaries;


 


(10)       
any guarantee of Indebtedness permitted to be incurred by Section 4.09 hereof other than a guarantee of Indebtedness of
an Affiliate of the Company that is not a Restricted Subsidiary of the Company;


 


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


 


(12)       
Investments acquired after the date of this Indenture as a result of the acquisition by the Company or any Restricted Subsidiary
of the Company of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of
its Restricted Subsidiaries, or all or substantially all of the assets of another Person, in each case, in a transaction that is
not prohibited by Section 5.01 hereof after the date of this Indenture to the extent that such Investments were not made in contemplation
of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation
or consolidation;


 


(13)       
repurchase of the Notes; and


 


(14)      
Liens of the type described in clause (9) of the definition of Permitted Liens.


 


With respect to any
Permitted Investment, the Company may, in its sole discretion, allocate all or any portion of any Permitted Investment and later
re-allocate all or any portion of any Permitted Investment to one or more of the above clauses (1) through (14) so that the entire
Permitted Investment would be a Permitted Investment.


 


“Permitted
Joint Venture” means any entity characterized as a joint venture, however structured, engaged in a Permitted Business
in which the Company or any Restricted Subsidiary has an ownership interest; provided that such joint venture is not a Subsidiary
of the Company.



    18


     


    


“Permitted
Liens” means:


 


(1)          
Liens held by the Priority Lien Collateral Agent securing (a) Priority Lien Debt in an aggregate principal amount not exceeding
the Priority Lien Cap and (b) all related Priority Lien Obligations;


 


(2)          
Liens to secure the Notes and the Note Guarantees issued on the date of this Indenture, and any obligations owing to the
Trustee or the Collateral Agent under this Indenture, the Security Documents or the Intercreditor Agreement in connection therewith;


 


(3)          
Liens to secure Hedging Obligations so long as such Hedging Obligations are permitted to be incurred under this Indenture;


 


(4)          
Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged
with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were
in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger or consolidation
and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged
with or into or consolidated with the Company or any Restricted Subsidiary of the Company (plus improvements and accessions to
such property or proceeds or distributions thereof);


 


(5)           
Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary
of the Company; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of,
such acquisition;


 


(6)          
Liens on cash and Cash Equivalents to secure the performance of statutory obligations, insurance, surety or appeal bonds,
workers compensation obligations, performance bonds 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);


 


(7)           
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(iv) hereof covering only
the assets acquired with or financed by such Indebtedness (plus improvements and accessions to such property or proceeds or distributions
thereof);


 


(8)           
Liens to secure Indebtedness of Foreign Subsidiaries permitted to be incurred under this Indenture, to the extent such Liens
relate only to assets and properties of Foreign Subsidiaries or the Equity Interests in such Foreign Subsidiaries;


 


(9)           
Liens on the Capital Stock of any Unrestricted Subsidiary or any Permitted Joint Venture granted by the Company or any Restricted
Subsidiary to the extent securing Non-Recourse Debt of such Unrestricted Subsidiary or Permitted Joint Venture;


 


(10)         
Liens existing on the date of this Indenture, other than Liens securing Indebtedness and other obligations incurred pursuant
to Section 4.09(b)(i) hereof;


 


(11)         
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent by more than 30 days or that
are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that
any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;


 


(12)         
Liens imposed by law, such as carriers’, warehousemen’s,
landlord’s and mechanics’
Liens, in each case, incurred in the ordinary course of business;


 


(13)        
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;


 


(14)        
[intentionally omitted];



    19


     


    


(15)        
Liens to secure any Permitted Refinancing Indebtedness 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, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such
Permitted 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;


 


(16)        
Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(17)        
filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;


 


(18)        
bankers’ Liens, rights of setoff, 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;


 


(19)        
Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of
Indebtedness;


 


(20)        
Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s
obligations in respect of bankers’ acceptances 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;


 


(21)        
grants of software and other technology and intellectual property licenses in the ordinary course of business;


 


(22)        
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;


 


(23)        
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;


 


(24)        
Liens in favor of the Company or any of the Guarantors;


 


(25)        
Liens on cash collateral or Cash Equivalents for letters of credit and/or bank guarantees permitted under Section 4.09(b)(xix)
hereof, not to exceed 105% of the face amount thereof; provided that the aggregate book value of the assets encumbered by all Liens
permitted by this clause (25) shall not exceed $10.0 million in the aggregate at any one time outstanding;


 


(26)         
Liens arising under this Indenture in favor of the Trustee for its own benefit and similar Lien in favor of other trustees,
agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture; provided,
however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such
and not for the benefit of the holders of such Indebtedness;


 


(27)        
Liens to secure Additional Notes permitted to be incurred under Section 4.09(b)(iii) hereof and Note Guarantees related
thereto (together with any Indebtedness incurred to extend, refinance, renew, replace, defease or refund such Indebtedness); provided
such Liens shall be subject to the Intercreditor Agreement;


 


(28)        
[Intentionally Omitted]; and


 


(29)        
Liens to secure Indebtedness permitted to be incurred pursuant to Section 4.09(b)(xxii), provided such Liens are subject
to the Intercreditor Agreement.



    20


     


    


“Permitted
Prior Liens” means:


 


(1)          
Liens described in clause (1) of the definition of “Permitted
Liens;”


 


(2)          
Liens described in clauses (4), (5), (7), (10), (16), (18), (19), (20) and (26) of the definition of “Permitted
Liens;” and


 


(3)          
Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority
over the Liens created by the Priority Lien Security Documents or the Security Documents.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries or any Disqualified
Stock of the Company incurred or issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace,
defease, discharge, refund or otherwise retire for value, in whole or in part, any other Indebtedness of the Company or any of
its Restricted Subsidiaries (other than intercompany Indebtedness) or any Disqualified Stock of the Company (the “Refinanced
Indebtedness”), provided that:


 


(1)          
the principal amount, or in the case of Disqualified Stock, the amount thereof as determined in accordance with the definition
of Disqualified Stock, of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness
(plus all accrued and unpaid interest on or accrued and unpaid dividends on the Refinanced Indebtedness, as the case may be, and
the amount of all fees, expenses and premiums incurred in connection therewith) (or, if such Permitted Refinancing Indebtedness
refinances Indebtedness under a revolving credit facility or other agreement providing for a commitment for subsequent borrowings,
with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement);


 


(2)          
such Permitted Refinancing Indebtedness has a final maturity date or redemption date, as applicable, later than or equal
to the shorter of (a) 91 days following the Stated Maturity or (b) the final maturity or redemption date as applicable, of the
Refinanced Indebtedness;


 


(3)          
such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness
is incurred that is no shorter than the Weighted Average Life to Maturity of the portion of the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;


 


(4)          
if the Refinanced Indebtedness is contractually subordinated or otherwise junior in right of payment to the Notes or the
Subsidiary Guarantees, such Permitted Refinancing Indebtedness is contractually subordinated or otherwise junior in right of payment
to the Notes or the Subsidiary Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation
governing the Refinanced Indebtedness;


 


(5)          
such Indebtedness is incurred either by the Company or by the Restricted Subsidiary of the Company that was the obligor
on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who
were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged (or by any Person that
was required by the documents governing such Indebtedness to guarantee such Indebtedness); and


 


(6)          
the proceeds of the Permitted Refinancing Indebtedness shall be used substantially concurrently with the incurrence thereof
to redeem, refinance, replace, defease, discharge, refund or otherwise retire for value the Refinanced Indebtedness, unless the
Refinanced Indebtedness is not then due and is not redeemable or prepayable at the option of the obligor thereof or is redeemable
or prepayable only with notice, in which case such proceeds shall be held in a segregated account of the obligor of the Refinanced
Indebtedness until the Refinanced Indebtedness becomes due or redeemable or prepayable or such notice period lapses and then shall
be used to refinance the Refinanced Indebtedness; provided that in any event the Refinanced Indebtedness shall be redeemed,
refinanced replaced, defeased, discharged, refunded or otherwise retired for value within 120 days of the incurrence of the Permitted
Refinancing Indebtedness.


 


Notwithstanding the
foregoing, (i) any Indebtedness incurred under Credit Facilities (other than to redeem, refinance, replace, defease, discharge,
refund or otherwise retire for value the Legacy Notes prior to the Stated Maturity of Legacy Notes) shall be subject to the refinancing
provision of the definition of Credit Facilities and not pursuant to the requirements set forth in this definition of Permitted
Refinancing Indebtedness, and (ii) any Senior Indebtedness incurred, subject to the limitations set forth in Section 4.09, to redeem,
refinance, replace, defease, discharge, refund or otherwise retire for value the Legacy Notes prior to the Stated Maturity of Legacy
Notes provided that such Senior Indebtedness, except in the case of Additional Notes (which may have a Stated Maturity date equal
to the Stated Maturity date of the Notes), have a Stated Maturity date at least 90 days after the Stated Maturity date of the Notes.



    21


     


    


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


 


“Physical
Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth
in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.


 


“Priority
Lien” means a Lien granted by a Priority Lien Security Document to the Priority Lien Collateral Agent, at any
time, upon any property of the Company or any other Guarantor to secure Priority Lien Obligations.


 


“Priority
Lien Cap” means, as of any date, the maximum aggregate principal amount of Indebtedness permitted to be incurred
by clause (1) of the definition of Permitted Debt. For purposes of this definition, all letters of credit will be valued at the
face amount thereof, whether or not drawn.


 


“Priority
Lien Collateral Agent” means PNC, in its capacity as Collateral Agent under the Priority Lien Security Documents,
together with its successors in such capacity.


 


“Priority
Lien Debt” means:


 


(1)         
Indebtedness of the Company under the Credit Agreement that was permitted to be incurred and secured under each applicable
Secured Debt Document (or as to which the lenders under the Credit Agreement obtained an Officers’
Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable
Secured Debt Documents); and


 


(2)         
Indebtedness of the Company under any other Credit Facility that is secured equally and ratably with the Credit Agreement
by a Priority Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document; provided,
in the case of any Indebtedness referred to in this clause (2), that:


 


(a)       on
or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company,
in an Officers’ Certificate delivered to each Priority Lien Representative, the Priority Lien Collateral Agent and the Collateral
Agent, as “Priority Lien Debt” for the purposes of the Secured Debt Documents; provided that no Series of Secured
Debt may be designated as both Second Lien Debt and Priority Lien Debt;


 


(b)       such
Indebtedness is governed by a credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation;
and


 


(c)       all
requirements set forth in the Intercreditor Agreement as to the confirmation, grant or perfection of the Priority Lien Collateral
Agent’s Lien to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements
and the other provisions of this clause (c) will be conclusively established if the Company delivers to the Priority Lien Collateral
Agent and the Collateral Agent an Officers’ Certificate stating that such requirements and other provisions have been satisfied
and that such Indebtedness is “Priority Lien Debt”).


 


“Priority
Lien Documents” means the Credit Agreement and any other Credit Facility pursuant to which any Priority Lien Debt
is incurred and the Priority Lien Security Documents.


 


“Priority
Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt, including
without limitation the “Secured Obligations” as such term is defined in the Priority Lien Security Documents as of
the date of this Indenture.


 


“Priority
Lien Representative” means (1) the Credit Agreement Agent or (2) in the case of any other Series of Priority Lien
Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register
for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the
administration of the Priority Lien Security Documents) pursuant to the Credit Agreement or other agreement governing such Series
of Priority Lien Debt and who has become a party to the Intercreditor Agreement by executing a joinder in the form required under
the Intercreditor Agreement.



    22


     


    


“Priority
Lien Security Documents” means the Intercreditor Agreement, each Lien Sharing and Priority Confirmation, and all
security documents, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control
agreements or other grants or transfers for security executed and delivered by the Company or any other Guarantor creating (or
purporting to create) a Priority Lien upon collateral in favor of the Priority Lien Collateral Agent, in each case, as amended,
modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.


 


“Record Date”
means, with respect to any dividend, distribution or other transaction or event in which the holders of the Company’s Common
Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Company’s
Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property,
the date fixed for determination of holders of the Company’s Common Stock (or such other security) entitled to receive such
cash, securities or other property (whether such date is fixed by the Company’s Board of Directors or a duly authorized committee
thereof, statute, contract or otherwise).


 


“Redemption
Date” means, with respect to any Note, the date on which such Note is redeemed pursuant to this Indenture.


 


“Redemption
Notice” means that notice delivered by the Company pursuant to this Indenture to a holder whose Notes are being redeemed.
A Redemption Notice will be delivered at least 30 but no more than 60 days before the Redemption Date to each holder of Notes to
be redeemed at its registered address, except that such Redemption Notice may be delivered more than 60 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. A
Redemption Notice, including, without limitation, issued upon an Equity Offering, may, at the Company’s discretion, be subject
to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. If any Note is to
be redeemed in part only, the Redemption Notice that relates to that Note will state the portion of that Note that is to be redeemed.


 


“Reference
Property” means the kind and amount of stock, or other securities or other property or assets (including cash or any
combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to any
(i) recapitalization, reclassification, or change of the Company’s Common Stock (other than changes resulting from a subdivision
or combination), (ii) any consolidation, merger, or combination involving us, (iii) any sale, lease or other transfer to a third
party of the consolidated assets of the Company and its subsidiaries substantially as an entirety, or (iv) any statutory share
exchange would have owned or been entitled to receive upon such transaction.


 


“Regular Record
Date” means, with respect to each Interest Payment Date, the close of business on the fifteenth (15th) calendar
day preceding such Interest Payment Date.


 


“Reporting
Default” means the failure by the Company for 180 days after notice from the Trustee or Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to comply with the provisions described in Section 4.03 hereof.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust administration of
the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject,
and who, in each case, shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


“Rights Offering”
means the granting of a right to all holders of the Company’s Common Stock to participate in an offering pursuant to which
each holder shall have the right to subscribe for its pro rata share (with over-subscription rights) of up to $50 million in Notes,
issued at par, or Common Stock issued at $2.57 per share.


 


“Sale
of Collateral” means any Asset Sale involving a sale or other disposition of Collateral.



    23


     


    


“Scheduled
Trading Day” means a day that is scheduled to be a trading day on the principal U.S. national or regional securities
exchange or market on which the Company’s Common Stock is listed or admitted for trading. If the Company’s Common Stock
is not so listed or admitted for trading, “scheduled trading day” means a “Business Day.”


 


“SEC”
means the Securities and Exchange Commission.


 


“Second
Lien” means a Lien granted by a Security Document to the Collateral Agent for the benefit of the Second Lien Secured
Parties, at any time, upon any property of the Company or any other Guarantor to secure Second Lien Obligations.


 


“Second
Lien Debt” means, collectively, (i) the Notes and (ii) any Indebtedness secured on a pari passu basis to
the Initial Notes permitted to be incurred under Section 4.09(b)(xxii).


 


“Second
Lien Documents” means, collectively, the Note Documents and the Security Documents (other than any security documents
that do not secure Second Lien Obligations).


 


“Second
Lien Obligations” means Second Lien Debt and all other Obligations in respect thereof, including, without limitation,
the fees and expenses (including attorneys’ fees and expenses) of the Trustee and the Collateral Agent.


 


“Second
Lien Representative” means the Trustee, in its capacity as second lien representative under the Intercreditor
Agreement.


 


“Second
Lien Secured Party” means the Holders of the Notes, the Trustee and the Collateral Agent.


 


“Secured
Debt Documents” means the Second Lien Documents and the Priority Lien Documents.


 


“Secured
Debt Representative” means the Second Lien Representative and each Priority Lien Representative.


 


“Secured
Obligations” means Second Lien Obligations and Priority Lien Obligations.


 


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


 


“Security
Documents” means the Intercreditor Agreement, each Lien Sharing and Priority Confirmation, and all security documents,
pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other
grants or transfers for security executed and delivered by the Company or any Guarantor creating (or purporting to create) a Second
Lien upon Collateral in favor of the Collateral Agent for the benefit of the Second Lien Secured Parties, in each case, as amended,
modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions
described in Section 5.3 of the Intercreditor Agreement.


 


“Senior Indebtedness”
means the Priority Lien Debt, the Second Lien Debt, and any other Indebtedness expressly pari passu in right of payment
to the Priority Lien Debt and the Second Lien Debt.


 


“Series
of Priority Lien Debt” means, severally, the Indebtedness outstanding under the Credit Agreement and any other
Credit Facility that constitutes Priority Lien Debt.


 


“Series
of Secured Debt” means Second Lien Debt and each Series of Priority Lien Debt.


 


“Settlement
Method” means, with respect to a conversion of Notes, the Physical Settlement, Cash Settlement, or Combination Settlement,
as elected (or deemed to have been elected), by the Company.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X under the Securities Act, as such Regulation is in effect on the date of this Indenture.


 


“Specified
Dollar Amount” means the cash equal to the maximum cash amount per $1,000 principal amount of Notes to be received upon
conversion as specified (or deemed specified) in the notice specifying the Company’s chosen Settlement Method.


 


“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 documentation governing such Indebtedness as of the
first date it was incurred in compliance with the terms of this Indenture, and shall 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; provided
that, in the case of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash
and Capital Stock based on the value of the Capital Stock) of the Company, any obligation to offer to repurchase such debt securities
on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency,
will be treated as a Stated Maturity date of such convertible debt securities.



    24


     


    


“Subsidiary”
means, with respect to any specified Person:


 


(1)          
any corporation, association or other business 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); and


 


(2)           
any partnership or limited liability company 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.


 


“TIA”
has the meaning assigned to it in the preamble to this Indenture.


 


“Trading Day”
means a day on which (i) there is no “market disruption event” (as defined below) and (ii) trading in the Company’s
Common Stock generally occurs on the NYSE or, if the Company’s Common Stock is not then listed on the NYSE, on the principal
other U.S. national or regional securities exchange on which the Company’s Common Stock is then listed or, if the Company’s
Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the
Company’s Common Stock is then listed or admitted for trading. If the Company’s Common Stock is not so listed or admitted
for trading, “trading day” means a “Business Day.”


 


“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 Notes are defeased or satisfied and discharged, of the most recently issued 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 December 15,
2023; provided, however, that if the period from the Redemption Date to December 15, 2023, 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. Any
such Treasury Rate shall be obtained by the Company.


 


“Trustee”
means UMB Bank, National Association, in its capacity as trustee, until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as
an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:


 


(1)           
has total assets, as of the date of designation as an Unrestricted Subsidiary (after giving effect to any Investments made
or expected to be made in such Unrestricted Subsidiary), (i) of less than $2.5 million in book value, and (ii) together with all
other Unrestricted Subsidiaries, of less than $5.0 million in book value;


 


(2)           
has no Indebtedness other than Non-Recourse Debt;


 


(3)           
except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company;


 


(4)           
is a Person with respect to which neither the Company 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



    25


     


    


(5)          
has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries (except (a) to the extent such guarantee or credit support would be released upon such designation
and (b) for Liens of the type described in clause (9) of the definition of Permitted Liens).


 


All Subsidiaries of
an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.


 


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


 


“Voting
Stock” of any specified Person as of any date means the Capital Stock of such Person entitling the holder thereof
(whether at all times or only so long as no senior class of Capital Stock has voting power by reason of any contingency) that is
at the time entitled to vote, to vote 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 one- twelfth) that will elapse between such date and the making of such payment; by


 


(2)           
the then outstanding principal amount of such Indebtedness.


 


		Section 1.02	Other Definitions.



 


	Term	 	Defined In Section
	“Affiliate Transaction”	 	4.11
	“Alternate Offer”	 	4.14
	“Asset Sale Offer”	 	3.09
	“Authentication Order”	 	2.02
	“Change of Control Offer”	 	4.14
	“Change of Control Payment”	 	4.14
	“Change of Control Payment Date”	 	4.14
	“Covenant Defeasance”	 	8.03
	“Covenant Suspension Event”	 	4.17
	“DTC”	 	2.03
	“Event of Default”	 	6.01
	“Excess Proceeds”	 	4.10
	“incur”	 	4.09
	“Indemnified Party”	 	7.07
	“Interest Payment Date”	 	Exhibit A
	“Investment Grade”	 	4.17
	“Legal Defeasance”	 	8.02
	“Offer Amount”	 	3.09
	“Offer Period”	 	3.09
	“Paying Agent”	 	2.03
	“Payment Default”	 	6.01
	“Permitted Debt”	 	4.09
	“Purchase Date”	 	3.09
	“Registrar”	 	2.03
	“Restricted Payments”	 	4.07
	“Reversion Date”	 	4.17
	“Suspended Covenants”	 	4.17


 


		Section 1.03	Incorporation by Reference of Trust Indenture Act.



 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.



    26


     


    


The following TIA terms
used in this Indenture have the following meanings:


 


“indenture
securities” means the Notes;


 


“indenture
security Holder” means a Holder of a Note;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes
and the Note Guarantees, respectively.


 


All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


 


		Section 1.04	Rules
of Construction.



 


Unless the context
otherwise requires:


 


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


 


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


 


(iii)         
“or”
is not exclusive;


 


(iv)         
“including”
is not limiting;


 


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


 


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


 


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


 


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


 


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. Each Note will be dated the date of its authentication. The Notes shall be in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.


 


(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 Custodian in accordance with instructions given by the Holder thereof
as required by Section 2.06 hereof.



    27


     


    


(c)         
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 Global Note that are held by Participants through Euroclear or Clearstream.


 


		Section 2.02	Execution and Authentication.



 


At least one Officer
must sign the Notes for the Company by manual or electronic 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 electronic or manual signature of the Trustee. The signature will be conclusive evidence that
the Note has been authenticated under this Indenture.


 


The Trustee will, upon
receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate (i)
Initial Notes for original issue in an aggregate principal amount of $116,193,000, and (ii) if issued, any Additional Notes in
an aggregate principal amount not to exceed the amount permitted by Section 4.09(b)(iii). An Authentication Order shall specify
the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated. Notwithstanding
anything to the contrary in this Indenture, any issuance of Additional Notes after the Issue Date shall be in a principal amount
of at least $1,000 and integral multiples of $1,000 in excess of $1,000 and shall not exceed the aggregate principal amount permitted
by Section 4.09(b)(iii). The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal
amount of Notes authorized for issuance by the Company 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 Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


		Section 2.03	Registrar and Paying Agent.



 


The Company 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 registered Holders of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder.
The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


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


 


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


 


		Section 2.04	Paying Agent to Hold Money in Trust.



 


The Company 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, or interest on, the Notes,
and will notify the Trustee, in writing, of any default by the Company in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company
or a Subsidiary) will have no further liability for the money. If the Company 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. If the Company or a Subsidiary
acts as Paying Agent, upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying
Agent for the Notes.



    28


     


    


		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
and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company 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 of Notes
and the Company shall otherwise comply with TIA §312(a).


 


		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 Company for Definitive Notes if:


 


(i)           
the Company 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 Company within 120 days after the date of such notice from the Depositary;


 


(ii)          
the Company in its sole discretion determines 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; or


 


(iii)         
there has occurred and is continuing a Default or Event of Default with respect to the Notes.


 


Upon the occurrence
of any of the preceding events in (i), (ii) or (iii) 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 Sections 2.07 or 2.10 hereof, shall be authenticated and delivered by the Trustee, upon receipt of an Authentication
Order, 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) or (f) hereof.


 


(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. Transfers of beneficial interests in the Global Notes also will require compliance with subparagraph (i):


 


(i)          
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


(A)       
both:


 


		(1)	a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or exchanged; and



 


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



 


(B)        
both:


 


		(1)	a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged; and




    29


     


    


		(2)	instructions given by the Depositary to the Registrar containing information regarding the Person
in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.



 


Upon satisfaction of
all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.


 


(c)          
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(c), 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).


 


(d)         
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.


 


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


 


“THIS GLOBAL
NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (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 ION GEOPHYSICAL CORPORATION.


 


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 COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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.”


 


(e)         
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note
have been exchanged for beneficial interests in another Global Note or 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 Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.



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(f)          
General Provisions Relating to Transfers and Exchanges.


 


(i)            
To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon receipt of an Authentication Order.


 


(ii)          
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 Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).


 


(iii)          
The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)         
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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(v)         
Neither the Trustee, the Registrar nor the Company 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.


 


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


 


(vii)       
[Intentionally omitted.]


 


(viii)      
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.


 


(ix)        
Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the
Depositary.


 


(x)         
The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person with
respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect
Participant 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 Notes. All notices and communications to be given to the Holders and all payments to be made
to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its Participants or Indirect Participants or any other Person.


 


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



    31


     


    


		Section 2.07	Replacement Notes.



 


If any mutilated Note
is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company 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 Company, security or an indemnity satisfactory
to the Trustee or the Company, as applicable, must be supplied by the Holder to protect the Company, the Trustee, any Agent and
any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Holder must also provide the Trustee
any other documents (including a lost note affidavit) that the Trustee may request. The Company and/or the Trustee may charge for
its expenses in replacing a Note.


 


If, after delivery
of such new Note, a protected purchaser of the predecessor Note presents for payment, transfer or exchange such replaced Note,
the Company, the Trustee, any Agent and any authenticating agent shall be entitled to recover such new Note from the Person to
whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the Company, the Trustee, any Agent and any authenticating
agent in connection therewith.


 


Every replacement Note
is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


 


		Section 2.08	Outstanding Notes.



 


The Notes outstanding
at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.


 


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 protected 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 Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or the Maturity Date, money sufficient
to pay Notes payable on Redemption Date or the Maturity Date, as applicable, then on and after that date such Notes will be deemed
to be no longer outstanding and will cease to accrue interest.


 


		Section 2.09	Treasury Notes.



 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company
or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company 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 receives an Officers’ Certificate from the Company that such Notes are so owned will be so disregarded. Upon request
of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes,
if any, known by the Company to be owned or held by or for the account of any of the above described Persons, and the Trustee shall
be entitled to accept and rely upon such Officers’ Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Notes not listed therein are outstanding for the purpose of any determination.


 


		Section 2.10	Temporary Notes.



 


Until certificates
representing Notes are ready for delivery, the Company 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 Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company will prepare and the Trustee will, upon receipt of an Authentication Order, authenticate Definitive Notes in
exchange for temporary Notes.


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Holders of temporary
Notes will be entitled to all of the benefits of this Indenture.


 


		Section 2.11	Cancellation.



 


The Company at any
time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee 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 destroy canceled Notes in its customary manner. Certification
of the destruction of all canceled Notes will be delivered to the Company upon its written request therefor. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


 


		Section 2.12	Defaulted Interest.



 


If the Company defaults
in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company 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. The Company 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 interest. At least 15 days before the special record date, the Company (or, upon the written request of
the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such interest to be paid.


 


		Section 2.13	Series A Preferred Stock.



 


(a)          
The Company will issue one (1) share of Series A Preferred Stock (the “Series
A Preferred Stock”) to be held in trust by the Trustee
on behalf of Holders to (i) provide certain rights and protections to the holders of the Notes and (ii) allow, under certain circumstances
detailed below, the Holders to vote on an “as-converted”
basis. The Trustee shall take direction from Holders of fifty and one-tenth percent (50.1%) of the Notes for any action requiring
the consent of the holders of the Series A Preferred Stock or each act on which the Holder of the Series A Preferred Stock is entitled
to vote.


 


(b)          
Following a Default or Event of Default under this Indenture, the Series A Preferred Stock shall be entitled to vote with
the Common Stock of the Company as a single class and having voting power equal to the number of shares of Common Stock of the
Company issuable upon the conversion of the Notes.


 


(c)          
At all times when the Common Stock is entitled to vote thereon, the Series A Preferred Stock shall be entitled to vote with
the Common Stock of the Company as a single class and having voting power equal to the number of shares of Common Stock of the
Company issuable upon the conversion of the Notes for any transaction: (a) modifying, amending, supplementing, or waiving any provision
of the Company’s organizational documents or (b) entering
into any merger, consolidation, sale of all or substantially all of the assets of the Company, or other business combination transaction.


 


(d)          
The holder of the Series A Preferred Stock shall have the right to appoint two (2) directors to the Board, both of whom
shall be independent.


 


(e)          
One (1) share of Series A Preferred Stock shall (i) rank pari passu in respect of voting rights with respect to the
Common Stock of the Company, (ii) have a liquidation preference equal to $1.00, (iii) not produce preferred dividends or ordinary
dividends, (iv) not be transferable, except to a successor Trustee under the terms of this Indenture, and (v) not be granted registration
rights. The Series A Preferred Stock shall be governed in all respects by the laws of the State of Delaware.


 


(f)           
The Series A Preferred Stock may be redeemed by the Company upon the exercise into Common Stock of, in the aggregate, seventy-five
percent (75%) or more of the Notes that were issued on the Issue Date. The redemption price shall be $1.00.


 


(g)         
The Trustee is not obligated to solicit the consent or request the approval of the Holders to requests or actions pursuant
to Series A Preferred Stock. A consent solicitation agent appointed by the Company will solicit such vote and will provide to the
Holders notice of such requests or actions and a ballot to vote to consent or approve or deny the action with instructions to return
such ballot to it. The Trustee shall then act in accordance with the direction of a majority of Holders of the outstanding Series
A Preferred Stock, as calculated by the consent solicitation agent. The Trustee shall have no liability for any failure to act
resulting from the late return of, or failure to return, any proxy sent by the Company or consent solicitation agent to the Holders.



    33


     


    


Article
3

REDEMPTION AND PREPAYMENT


 


		Section 3.01	Notices to Trustee.



 


If the Company elects
to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least
30 days but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth:


 


(i)            
the clause of this Indenture pursuant to which the redemption shall occur;


 


(ii)           
the Redemption Date;


 


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


 


(iv)         
the redemption price.


 


		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 Company will select Notes for redemption or
purchase on a pro rata basis or, in the case of Global Notes, based on a method as DTC may require unless otherwise required
by law or applicable stock exchange or depositary requirements.


 


The Company will promptly
notify the Trustee 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 $1,000 or whole multiples of $1,000 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. 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 Company will send or cause to
be sent, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that Redemption
Notices may be given more than 60 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 12 hereof. Notice of any redemption, including,
without limitation, upon an Equity Offering, may, at the Company’s discretion, be subject to one or more conditions precedent,
including, but not limited to, completion of the related Equity Offering.


 


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


 


(i)           
the Redemption Date;


 


(ii)          
the redemption price;


 


(iii)          
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;


 


(iv)         
the name and address of the Paying Agent for purposes of the redemption;


 


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


 


(vi)         
that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue
on and after the Redemption Date;


 


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



    34


     


    


(viii)       
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.


 


At the Company’s
request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least 45 days prior (unless a shorter time shall be acceptable to the Trustee)
to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


		Section 3.04	Effect of Notice of Redemption.



 


Once notice of redemption
is mailed in accordance with Section 3.03 hereof, Notes called for redemption become due and payable on the Redemption Date at
the redemption price, unless the redemption is subject to a condition precedent that is not satisfied or waived.


 


		Section 3.05	Deposit of Redemption or Purchase Price.



 


At least one Business
Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of, and accrued interest on all Notes to be redeemed or purchased on that date and to pay
any amounts owing to the Trustee and the Collateral Agent. The Trustee or the Paying Agent will promptly return to the Company
any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption
or purchase price of, accrued interest on all Notes to be redeemed or purchased and to pay any amounts owing to the Trustee and
the Collateral Agent.


 


If the Company 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 accepted for purchase. If a Note is redeemed or purchased on or after
an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid
to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption
or purchase is not so paid upon surrender for redemption or tendered for purchase because of the failure of the Company 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 Company will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered.


 


		Section 3.07	Optional Redemption.



 


(a)          
At any time prior to December 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ notice, at a
redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued
and unpaid interest to the applicable Redemption Date, subject to the rights of Holders on the relevant record date to receive
interest due on the relevant Interest Payment Date. The Company shall calculate the Applicable Premium prior to the applicable
Redemption Date and deliver an Officers’ Certificate to the
Trustee setting forth the Applicable Premium and showing the calculation thereof in reasonable detail.


 


(b)          
On or after December 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ notice, at a redemption
price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the applicable Redemption
Date subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant Interest Payment
Date.


 


Unless the Company
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.


 


(c)          
Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



    35


     


    


		Section 3.08	Mandatory Redemption.



 


Except as set forth
below under Sections 4.10 and 4.14 hereof, the Company is not required to make mandatory redemption or sinking fund payments with
respect to the Notes or to repurchase the Notes at the option of Holders of the Notes.


 


		Section 3.09	Offer to Purchase by Application of Excess Proceeds.



 


In the event that,
pursuant to Section 4.10 hereof, the Company 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 Second Lien Debt 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. The Asset Sale Offer shall 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”). No later than three Business Days after
the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes and such other Second Lien Debt (on a pro rata basis based on the principal
amount of Notes and such other Second Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered,
all Notes and other Second Lien Debt tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made
in the same manner as 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.


 


Upon the commencement
of an Asset Sale Offer, the Company will send, by first class mail, 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:


 


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


 


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


 


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


 


(iv)         
that, unless the Company 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;


 


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


 


(vi)         
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 by book-entry transfer, to the Company, a Depositary, if appointed by the Company,
or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;


 


(vii)        
that Holders will be entitled to withdraw their election if the Company, 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 or her election to have such Note purchased;


 


(viii)       
that, if the aggregate principal amount of Notes and other Second Lien Debt surrendered by holders thereof exceeds the Offer
Amount, the Company will select the Notes and other Second Lien Debt to be purchased on a pro rata basis based on the principal
amount of Notes and such other Second Lien Debt surrendered (with such adjustments as may be deemed appropriate by the Company
so that only Notes in denominations of $1,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and


 


(ix)          
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).



    36


     


    


On or before the Purchase
Date, the Company 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 Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later
than five days after the Purchase Date) 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 Company for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon receipt of an Authentication Order, 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 Company to the Holder thereof. The Company will publicly announce the results of the
Asset Sale Offer on the Purchase Date.


 


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


 


Article
4

COVENANTS


 


		Section 4.01	Payment of Notes.



 


The Company will pay
or cause to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in
the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.


 


The Company will pay
interest (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 interest (without regard to any applicable grace
period), at the same rate to the extent lawful.


 


		Section 4.02	Maintenance of Office or Agency.



 


The Company will maintain
an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served. The Company 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 Company 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 Company 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. The Company 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.


 


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


 


		Section 4.03	Reports.



 


(a)         
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will
furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s
rules and regulations:


 


(i)           
all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were
required to file such reports, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
and, with respect to the annual information only, a report thereon by the Company’s
certified independent accountants; and



    37


     


    


(ii)          
all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such
reports.


 


All such reports will
be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition,
the Company will file a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public availability
within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such
a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a).


 


If, at any time, the
Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the
SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such
filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will
post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company
were required to file those reports with the SEC.


 


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


 


(c)          
For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required
by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.


 


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


 


		Section 4.04	Compliance Certificate.



 


(a)          
The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 90 days after the end of each fiscal year (beginning with the fiscal year ending on December 31, 2021), an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and the Security Documents and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture or the Security Documents (or, 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 Company is taking or
proposes to take with respect thereto) and that to the best of 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 Company is taking or proposes to take with respect thereto.


 


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


 


		Section 4.05	Taxes.



 


The Company 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.



    38


     


    


		Section 4.06	Stay, Extension and Usury Laws.



 


The Company and each
of the Guarantors 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; and the Company and each of the Guarantors
(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.


 


		Section 4.07	Restricted Payments.



 


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


 


(i)           
declare or pay any dividend or make any other payment or distribution on account of the Company’s
or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)
or to the direct or indirect holders of the Company’s or
any of its Restricted Subsidiaries’ Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company
and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);


 


(ii)          
purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger
or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;


 


(iii)        
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness
of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries) or (excluding (A) the purchase, redemption, defeasance,
repurchase or other acquisition or retirement for value of such Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance
or other acquisition or retirement for value, and (B) a payment of interest or principal at the Stated Maturity thereof); or


 


(iv)        
make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) above being
collectively referred to as “Restricted Payments”),


 


unless, at the time
of and after giving effect to such Restricted Payment:


 


(A)       
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(B)        
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 Coverage Ratio test set forth in Section 4.09(a) hereof; and


 


(C)        
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (ii) through (xiv) of paragraph
(b) of this Section 4.07), is less than the sum, without duplication, of:


 


		(1)	50% of the Consolidated Net Income of the Company for the period (taken as one accounting period
from the quarter preceding the Issue Date to the last day of the Company’s
last fiscal quarter ending prior to the Restricted Payment for which internal financial statements are in existence 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



 


		(2)	100% of the aggregate net cash proceeds and the Fair Market Value of any Capital Stock of Persons
engaged in a Permitted Business or any other assets that are used or useful in a Permitted Business in each case received by the
Company after the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the
Company (other than Disqualified Stock); plus




    39


     


    


		(3)	(a) to the extent that any Restricted Investment that was made after the Issue Date is sold for
cash (other than to the Company or any of its Restricted Subsidiaries) or otherwise canceled, liquidated or repaid for cash, the
cash return of capital to the Company or any of its Restricted Subsidiaries with respect to such Restricted Investment resulting
from such sale, liquidation or repayment (less the out-of-pocket cost of any such disposition, if any) and (b) the net reduction
in Restricted Investments resulting from repayments of loans or advances or other transfers of assets in each case to the Company
or any Restricted Subsidiary from any Person (including without limitation, Unrestricted Subsidiaries) and any dividends received
in cash by the Company or a Restricted Subsidiary of the Company from an Unrestricted Subsidiary of the Company (to the extent
that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period); plus



 


		(4)	the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the
Company’s balance sheet upon the conversion or exchange (other
than by a Subsidiary of the Company) subsequent to the Issue Date of any such Indebtedness of the Company or its Restricted Subsidiaries
into or for Equity Interests (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value
of any other property (other than such Equity Interests), distributed by the Company upon such conversion or exchange and excluding
the net cash proceeds from the conversion or exchange financed, directly or indirectly, using funds borrowed from the Company or
any Subsidiary), together with the net proceeds, if any, received by the Company or any of its Restricted Subsidiaries upon such
conversion or exchange; plus



 


		(5)	to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue
Date is redesignated as a Restricted Subsidiary pursuant to the terms of this Indenture or is merged or consolidated with or into,
or transfers or otherwise disposes of all or substantially all of its properties or assets to or is liquidated into, the Company
or a Restricted Subsidiary, the Fair Market Value of the Company’s
Restricted Investment in such Subsidiary (or of the properties or assets disposed of, as applicable) as of the date of such redesignation,
merger, consolidation, transfer, disposition or liquidation.



 


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


 


(v)          the payment of any dividend or the consummation of any irrevocable 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;


 


(vi)        
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 Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock)
or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any
such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(a)(iv)(C)(2);


 


(vii)       
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 Company to the holders of its Equity Interests on a pro rata basis or on a basis more
favorable to the Company or a Restricted Subsidiary;


 


(viii)      
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company 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 Permitted Refinancing Indebtedness;



    40


     


    


(ix)        
so long as no Default (other than a Reporting Default) or Event of Default has occurred and is continuing, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of
the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant
to any equity subscription agreement, stock option agreement, shareholders’
agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests may not exceed $1.0 million in any twelve-month period; provided, further, that the Company may carry over
and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve- month period, up to $1.0 million
of unutilized capacity under this clause (v) attributable to the immediately preceding twelve-month period; provided, further,
that such amount in any twelve-month period may be increased by an amount not to exceed:


 


(A)        
the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company as common
equity capital, the cash proceeds from the sale of Equity Interests of any of the Company’s
direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its
Subsidiaries or any of its direct or indirect parent companies that occurs after the date of this Indenture to the extent the cash
proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Sections
4.07(a)(iv)(C)(2) or Section 4.07(b)(ii) or to an optional redemption of Notes pursuant to Section 3.07 hereof; plus


 


(B)         
the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the date
of this Indenture; and


 


in addition,
cancellation of Indebtedness owing to the Company from any current or former officer, director or employee (or any permitted transferees
thereof) of the Company or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection
with a repurchase of Equity Interests of the Company from such Persons will not be deemed to constitute a Restricted Payment for
purposes of this Section 4.07 or any other provisions of this Indenture;


 


(x)         
the repurchase of Equity Interests deemed to occur upon the exercise of stock or other equity options to the extent such
Equity Interests represent a portion of the exercise price of those stock or other equity options and any repurchase or other acquisition
of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants, incentives
or other rights to acquire Equity Interests;


 


(xi)        
so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled
or accrued dividends to holders of any class or series of Disqualified Stock of the Company, or any preferred stock of any Restricted
Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test
described in Section 4.09(a) hereof;


 


(xii)       
payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Restricted
Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants
or (ii) the conversion or exchange of Capital Stock of any such Person;


 


(xiii)      
repurchases of Indebtedness that is subordinated in right of payment to the Notes or a Note Guarantee at a purchase price
not greater than (i) 101% of the principal amount of such subordinated Indebtedness in the event of a Change of Control or (ii)
100% of the principal amount of such subordinated Indebtedness in the event of an Asset Sale, in each case plus accrued and unpaid
interest thereon, in connection with any Change of Control Offer or Asset Sale Offer required by the terms of such Indebtedness,
but only if:


 


(A)         
in the case of a Change of Control, the Company has first complied with and fully satisfied its obligations under Section
4.14 hereof; or


 


(B)         
in the case of an Asset Sale, the Company has complied with and fully satisfied its obligations in accordance with Sections
3.09 and 4.10 hereof;


 


(xiv)     
[Intentionally Omitted];


 


(xv)      
[Intentionally Omitted];


 


(xvi)     
declaration and payment of distributions effecting “poison
pill” rights plans provided that any securities or rights
so distributed have a nominal fair market value at the time of declaration;



    41


     


    


(xvii)      
so long as no Default (other than a Reporting Default) or Event of Default shall have occurred and be continuing or would
be caused thereby, (i) Restricted Investments (other than an Investment in an Unrestricted Subsidiary) in an aggregate amount not
to exceed $5.0 million at any one time outstanding and (ii) other Restricted Payments in an aggregate amount not to exceed $1.0
million in the case of clause (i) hereof, after giving effect to any dividends, interest payments, return of capital and subsequent
reduction in the amount of any Investments made pursuant to this Section 4.07(b)(xiv) as a result of the repayment or other disposition
thereof, in an amount not to exceed the amount of such Investments previously made pursuant to in this Section 4.07(b)(xiii); provided,
however, that if this Section 4.07(b)(xiii) is used to make an Investment in any Person that is not a Restricted Subsidiary
of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after
such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments
and shall cease to have been made pursuant to this Section 4.07(b)(xiii) for so long as such Person continues to be a Restricted
Subsidiary; and


 


(xviii)      
the repurchase, redemption, defeasance or other acquisition or retirement for value of any Legacy Notes on the date of this
Indenture in connection with the Exchange Offer or any time thereafter.


 


(b)         
The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may
be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined, in the case of amounts in excess of $25.0 million, by the Board of Directors of the Company whose
resolution with respect thereto will be delivered to the Trustee.


 


(c)         
For purposes of this Section 4.07, a contribution, sale or incurrence will be deemed to be “substantially
concurrent” if effected within 120 days before or after such
contribution, sale or incurrence, as the case may be.


 


(d)         
For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria
of more than one of the categories of Restricted Payments described in Section 4.07(b)(i) through Section 4.07(b)(xiv) above, or
as a Permitted Investment or is entitled to be made pursuant to Section 4.07(a), the Company will be permitted to divide or classify
(or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that
complies with this Section 4.07.


 


		Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.



 


(a)          
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(i)          
pay dividends or make any other distributions on its Capital Stock to the Company 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 Company
or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary
has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions
are paid in respect of Common Stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends
or distributions on Capital Stock for purposes of this Section 4.08;


 


(ii)         
make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination
of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or
any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or


 


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


 


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


 


(i)          
agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that
the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially
more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those
agreements on the date of this Indenture;



    42


     


    


(ii)          
this Indenture, the Notes, the Note Guarantees, and the Security Documents;


 


(iii)         
agreements governing other Indebtedness permitted to be incurred by the Company or any Guarantor under Section 4.09 hereof
and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;
provided that the encumbrances or restrictions contained therein are not, in the reasonable good faith judgment of the Chief
Executive Officer and the Chief Financial Officer of the Company, materially more restrictive, taken as a whole, than those contained
in this Indenture, the Notes and the Note Guarantees;


 


(iv)         
applicable law, rule, regulation or order;


 


(v)          
any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred 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 or Subsidiaries of the Person, so acquired (plus improvements
and accessions to, such property or proceeds or distributions thereof) and any amendments, restatements, modifications, renewals,
extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and
restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements
or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company,
no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that
in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(vi)        
customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;


 


(vii)       
purchase money obligations and mortgage financings for property acquired in the ordinary course of business and Capital
Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section
4.08(a) hereof;


 


(viii)      
any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition;


 


(ix)         
Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;


 


(x)          
Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose
of the assets subject to such Liens;


 


(xi)         
provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection
with a Restricted Investment) entered into with the approval of the Company’s
Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;


 


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


 


(xiii)       
any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such
encumbrance or restriction relates only to the property or assets so acquired (plus improvements and accessions to, such property
or proceeds or distributions thereof) and is not and was not created in anticipation of such acquisition; and


 


(xiv)       
existing under, by reason of or with respect to provisions with respect to any Indebtedness incurred by a Restricted Subsidiary
in compliance with Section 4.09 hereof, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction
is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by
the Board of Directors of the Company) and the Board of Directors of the Company determines that any such encumbrance or restriction
will not materially affect the Company’s ability to pay interest
or principal on the Notes.



    43


     


    





Section
4.09         Incurrence of Indebtedness and
Issuance of Preferred Stock.


 


(a)          The Company 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 Company will not issue any Disqualified Stock
and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that
the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness
(including Acquired Debt) or issue 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 at
least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such four- quarter period.


 


(b)          The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively,
“Permitted Debt”):


 


(i)           the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under one or more Credit Facilities
in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have
a principal amount equal to the maximum potential liability of the Company and any Guarantor thereunder) not to exceed $75.0 million
less (x) the amount of Indebtedness incurred by Foreign Subsidiaries outstanding under clause (xxi) below, and (y) the amount
of Indebtedness outstanding under clause (xix) below except to the extent subject to a Lien permitted by item (25) of the definition
of “Permitted Liens,” and (z) the amount of Indebtedness outstanding under clause (xx) below;


 


(ii)          the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;


 


(iii)         the incurrence by the Company and the Guarantors of Indebtedness represented by (A) the Notes and the related Note Guarantees,
to be issued on the date of this Indenture (or to be issued in connection with the Rights Offering) and (B) any Additional Notes
issued within three months from the date of this Indenture and related Note Guarantees, as the case may be, including all Permitted
Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (iii), provided that the aggregate outstanding principal amount at any time under this clause (iii)(B), shall not
exceed an amount equal to $50.0 million, less the aggregate principal amount of any Notes issued in the Rights Offering; and provided,
further, that fifty percent (50%) of proceeds raised in excess of $35 million from the Rights Offering and any Additional Notes
shall be used to make an offer to repurchase Notes at 100% of the aggregate principal amount thereof;


 


(iv)         the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations (other
than Deemed Capitalized Leases), mortgage financings or purchase money obligations, in each case, incurred for the purpose of
financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant
or equipment used in the business of the Company or any of its Restricted Subsidiaries (whether through (a) the direct purchase
of such assets or (b) the purchase of the Capital Stock of a Person owning such assets (but no other material assets) the result
of which is that such Person becomes a Subsidiary of the Company or another Restricted Subsidiary) and related financing costs,
in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace,
defease or discharge any Indebtedness incurred pursuant to this clause (iv), not to exceed $15.0 million at any time outstanding,
and in each case at arms-length and on market terms (as determined by an Officer of the Company in such Officer’s reasonable
discretion);


 


(v)          the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v) or (xii)
of this Section 4.09(b);


 


(vi)         the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries; provided, however, that:


 


(A)           if
the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company 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 Company, or the Note Guarantee, in the case of a Guarantor; and



    44


     


    



(B)            (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other
than the Company or a Restricted Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness to a Person
that is not either the Company or a Restricted Subsidiary of the Company,


 


will
be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the
case may be, that was not permitted by this clause (vi);


 


(vii)        the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries 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 Company or a Restricted Subsidiary of the Company; and


 


(B)           any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of
the Company, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that
was not permitted by this clause (vii);


 


(viii)       the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business
to protect the Company and its Restricted Subsidiaries against bona fide risk arising out of fluctuation in interest rates, currency
exchange rates or commodity prices and not for speculative purposes;


 


(ix)         the guarantee by the Company or any of the Guarantors of Indebtedness of the Company (excluding the guarantee of Indebtedness
incurred by a Foreign Subsidiary under clause (xxi) of this Section 4.09(b)) or a Restricted Subsidiary of the Company and the
guarantee by any Foreign Subsidiary of Indebtedness of another Foreign Subsidiary, 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 Note Guarantee must be subordinated or pari
passu, as applicable, to the same extent as the Indebtedness guaranteed;


 


(x)          the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation
claims, self-insurance obligations and bankers’ acceptances in the ordinary course of business;


 


(xi)         the incurrence by the Company or any of its 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, so long as such
Indebtedness is covered within five Business Days;


 


(xii)        the incurrence by the Company or any of the Restricted Subsidiaries of Permitted Acquisition Indebtedness;


 


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


 


(xiv)       the incurrence by the Company or any Restricted Subsidiary of Indebtedness provided that sufficient net proceeds thereof are promptly
deposited to defease or satisfy all of the Notes as described in Articles 8 or 12 hereof;


 


(xv)        the incurrence by the Company or its Restricted Subsidiaries of Indebtedness consisting of the financing of insurance premiums
in customary amounts consistent with the operations and business of the Company and the Restricted Subsidiaries;


 


(xvi)       intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries incurred in the ordinary course of business in
connection with cash pooling or other cash management arrangements;



    45


     


    



(xvii)      the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety, appeal,
reimbursement and similar bonds issued for the account of the Company and any of its Restricted Subsidiaries in the ordinary course
of business, including guarantees and obligations of the Company or any of its Restricted Subsidiaries with respect to letters
of credit supporting such obligations (in each case other than an obligation for borrowed money);


 


(xviii)     [Intentionally Omitted];


 


(xix)        letters of credit and/or bank guarantees issued in the ordinary course of business by a financial institution other than a lender
or Affiliate of a lender under the Credit Agreement if the Company has reasonably determined that neither such lender or Affiliate
is able to issue such letter of credit or bank guaranty, up to a maximum total for all such letters of credit at any one time
outstanding of the lesser of (x) $10.0 million and (y) the difference between $85.0 million and the amount incurred and outstanding
under clauses (i) and (xix) of this Section 4.09(b);


 


(xx)         the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (excluding Second Lien Debt and
Indebtedness of the type described in clause (b)(iii)) or the issuance by the Company of additional Disqualified Stock in an aggregate
principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xx), not
to exceed of the lesser of (x) $25.0 million and (y) the difference between $75.0 million and the amount incurred and outstanding
under clauses (i) and (xx) of this Section 4.09(b);


 


(xxi)        the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate amount not to exceed $25.0 million; and


 


(xxii)       the incurrence of Indebtedness secured on a pari passu or junior priority basis to the Notes, in an aggregate principal
amount outstanding equal to the amount of Notes redeemed on or prior to the date of such incurrence.


 


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 Section 4.09(b)(i) through Section 4.09(b)(xxii) above, or is entitled
to be incurred pursuant to Section 4.09(a), the Company will be permitted to divide, classify and reclassify such item of Indebtedness
on the date of its incurrence, or later redivide or reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued
and authenticated under this Indenture will be deemed to have been incurred on such date in reliance on the exception provided
by Section 4.09(b)(i). 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 the same class 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; provided,
in each such case, that the amount thereof is included in Fixed Charges of the Company 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 Company or any Restricted Subsidiary 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.


 


The
amount of any Indebtedness outstanding as of any date will be:


 


(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.



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Section
4.10          Asset Sales.


 


(a)          The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(i)           the Company or any of its Restricted Subsidiaries (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


 


(ii)          at least 85% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiaries (measured as of the
date of the definitive agreement with respect to such Asset Sale) and all other Asset Sales since the Issue Date 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, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that
are forgiven or assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases
the Company or such Restricted Subsidiary or indemnifies against further liability;


 


(B)           any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that
are, within 90 days after the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion;


 


(C)           any stock or assets of the kind referred to in Section 4.10(b)(ii) or (iv) hereof;


 


(D)           accounts receivable of a business retained by the Company or any of its Restricted Subsidiaries, as the case may be, following
the sale of such business, provided that such accounts receivable do not have a payment date greater than 90 days from the date
of the invoices creating such accounts receivable and are not past due; and


 


(E)            Indebtedness (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or a Note Guarantee)
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; provided that the
Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset
Sale;


 


provided
that in the case of any Asset Sale pursuant to a condemnation, appropriation or similar taking, including by deed in lieu
of condemnation, such Asset Sale shall not be required to satisfy the requirements of Sections 4.10(a)(i) and 4.10(a)(ii) above.
Notwithstanding the preceding, the 85% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in
which the cash or Cash Equivalents portions of the consideration received therefrom, determined in accordance with the preceding
provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied
with the aforementioned 85% limitation.


 


(b)          Within 180 days after the receipt of any Net Proceeds from an Asset Sale, other than a Sale of Collateral, the Company or one
or more of its Restricted Subsidiaries may at its option apply cash in an amount equal to the amount of such Net Proceeds to any
combination of the following:


 


(i)           to repay (or cash collateralize) (A) Priority Lien Obligations and, (B) to the extent required by the documents governing such
Indebtedness, Indebtedness permitted to be incurred pursuant to Section 4.09(b)(iv) hereof, provided that such Indebtedness
was incurred for the purpose of financing all or part of the purchase price or cost of the design, construction, installation
or improvement of such assets;


 


(ii)          to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect
to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;


 


(iii)         to
make capital expenditures in the Permitted Business, including investments in multi- client data libraries; or



    47


     


    



(iv)          to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.


 


The
requirement of clause (ii) or (iv) of this Section 4.10(b) shall be deemed to be satisfied if a bona fide binding contract committing
to make the investment referred to therein is entered into by the Company or any of its Restricted Subsidiaries with a Person
other than an Affiliate of the Company within the time period specified in the preceding paragraph and such Net Proceeds are subsequently
applied in accordance with such contract within 180 days following the date such agreement is entered into. Pending the final
application of any Net Proceeds, the Company (or any Restricted Subsidiary) may invest the Net Proceeds in any manner that is
not prohibited by this Indenture.


 


(c)          Within 180 days after the receipt of any Net Proceeds from an Asset Sale that constitutes a Sale of Collateral, the Company (or
the Restricted Subsidiary that owned those assets, as the case may be) may at its option apply cash in an amount equal to the
amount of such Net Proceeds to any combination of the following: (1) to purchase or invest in other long-term assets that would
constitute Collateral; (2) to repay (or cash collateralize) Priority Lien Obligations or (3) to make capital expenditures in the
Permitted Business, including investments in multi-client data libraries in each case, comprising Collateral; provided, however,
that the aggregate amount of Net Proceeds that may be applied or invested pursuant to clauses (1) through (3) above shall not
exceed $25.0 million in the aggregate during any fiscal year.


 


(d)          All of the Net Proceeds from an Asset Sale that constitutes a Sale of Collateral shall be deposited directly into the Collateral
Account; provided, that the Company and the Restricted Subsidiaries will not be required to cause any Net Proceeds to be held
in the Collateral Account except to the extent that the aggregate amount of Net Proceeds from all Asset Sales that constitute
a Sale of Collateral which are not held in the Collateral Account exceeds $25.0 million in the aggregate during any fiscal year.
Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $1.0 million, the Company may (and when the Excess
Proceeds exceeds $10.0 million shall), within five days thereof, to the extent permitted by the Intercreditor Agreement and the
Credit Agreement, each as in effect as of the Issue Date, make an Asset Sale Offer to all Holders of Notes and all holders of
Second Lien Debt 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 in accordance with Section 3.09 hereof to purchase, prepay or redeem the maximum
principal amount of Notes and such other Second Lien Debt (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 the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer (or expiration of the offer if no Holder accepts), the Company may use those
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other
Second Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Company will select the Notes and such other Second Lien Debt to be purchased on a pro rata basis
(except that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor
may require or a method that most nearly approximates pro rata selection unless otherwise required by law), based on the amounts
tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $1,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of
each Asset Sale Offer (or expiration of the offer if no holder accepts), the amount of Excess Proceeds will be reset at zero.


 


(e)          The
Company 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 a Change of Control
Offer or 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 Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.



    48


     


    





Section
4.11         Transactions with Affiliates.


 


(a)          The
Company 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 Company (each,
an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $1.0 million, unless:


 



(i)           the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those
that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person
or, if in the good faith judgment of the Company’s Board of Directors, no comparable transaction is available with which
to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted
Subsidiary from a financial point of view; and


 


(ii)          the Company delivers to the Trustee:


 


(A)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $20.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions
complies with this covenant; and


 


(B)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $40.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying
that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate
Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board
of Directors of the Company.


 


(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:


 


(i)           any employment agreement or arrangement, equity award, equity option or equity appreciation agreement or plan, employee benefit
plan, officer or director indemnification agreement, severance agreement or any similar arrangement entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances pursuant thereto;


 


(ii)          transactions between or among the Company and/or its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary
as a result of such transactions);


 


(iii)         transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because
the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(iv)         payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers,
directors, employees or consultants of the Company or any of its Restricted Subsidiaries;


 


(v)          any issuance, dividend or distribution of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of capital
contributions from, Affiliates of the Company and the granting of registration rights and other customary rights in connection
therewith;


 


(vi)         Permitted Investments and Restricted Payments that do not violate Section 4.07 hereof;


 


(vii)        payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the
same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates;


 


(viii)       any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter
from an accounting, appraisal, advisory or investment banking firm of national standing stating that such transaction is fair
to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of
Section 4.11(a)(i);


 


(ix)         loans or advances to employees in the ordinary course of business not to exceed $5.0 million in the aggregate at any one time
outstanding;


 


(x)          transactions
with Unrestricted Subsidiaries, joint ventures, customers, clients, suppliers or purchasers or sellers of goods or services, or
lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of
this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions),
not materially less favorable to the Company and its Restricted Subsidiaries than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated person, in the good faith determination of the Company’s
Board of Directors or any Officer of the Company involved in or otherwise familiar with such transaction, or are on terms at least
as favorable as might reasonably have been obtained at such time from an unaffiliated party;



    49


     


    



(xi)          transactions between the Company or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate
Transaction except for the fact that one director of such other Person is also a director of the Company or such Restricted Subsidiary,
as applicable; provided that such director abstains from voting as a director of the Company or such Restricted Subsidiary,
as applicable, on any matter involving such other Person;


 


(xii)         the existence of, and the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of,
any written agreement to which the Company or any of its Restricted Subsidiaries is a party on the date of this Indenture, as
these agreements may be amended, modified or supplemented from time to time; provided, however, that any amendment,
modification or supplement entered into after the date of this Indenture will be permitted to the extent that its terms are not
materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the
date of this Indenture (as conclusively evidenced by a resolution of the Board of Directors of the Company);


 


(xiii)        transactions entered into by a Person prior to the time such Person becomes a Restricted Subsidiary or is merged or consolidated
into the Company or a Restricted Subsidiary (provided that such transaction is not entered into in contemplation of such merger
or consolidation);


 


(xiv)        dividends and distributions to the Company and its Restricted Subsidiaries by any Unrestricted Subsidiary or joint venture;


 


(xv)         any transaction where the only consideration paid by the Company or Restricted Subsidiary is Equity Interests of the Company (other
than Disqualified Stock); and


 


(xvi)        (A) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of the Company’s Unrestricted
Subsidiaries or joint ventures in the ordinary course of business, except for guarantees of Indebtedness of Unrestricted Subsidiaries
in respect of borrowed money, and (B) pledges by the Company or any Restricted Subsidiary of the Company of Equity Interests in
Unrestricted Subsidiaries or joint ventures for the benefit of lenders or other creditors of the Company’s Unrestricted
Subsidiaries or joint ventures, in each case as permitted by the terms of this Indenture.


 


Section
4.12          Liens.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.


 


Section
4.13          Corporate Existence.


 


Subject
to Article 5 and Section 11.04 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full
force and effect:


 


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


 


(ii)           the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.



    50


     


    



Section
4.14          Offer to Repurchase Upon Change
of Control.


 


(a)          Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to
each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date
to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within ten
days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:


 


(i)            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;


 


(ii)           the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the “Change of Control Payment Date”);


 


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


 


(iv)          that, unless the Company 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;


 


(v)           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;


 


(vi)          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
its election to have the Notes purchased; and


 


(vii)         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 $1,000 in principal amount or an integral multiple
of $1,000 in excess thereof.


 


The
Company 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 Company 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)          Promptly following the expiration of the Change of Control Offer, the Company will, to the extent lawful, accept for payment all
Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company
will, on the Change of Control Payment Date:


 


(i)            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


 


(ii)           deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased by the Company.


 


The
Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder
of Notes properly tendered the Change of Control Payment for such Notes (or, if all of the Notes are then in global form, make
such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, promptly 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 Company 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 Company 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, (2) notice of redemption has been given pursuant to Section 3.07 hereof, and all conditions precedent to such
redemption have been satisfied or waived, unless and until there is a default in payment of the applicable redemption price or
(3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate
Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and
has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the
contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, 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 or Alternate Offer is made.


 


(d)           Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance
of a Change of Control, 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 or Alternate Offer is made.


 


(e)           In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control
Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer or Alternate Offer in lieu of
the Company) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more
than 60 days’ prior notice to the Trustee and the Holders, given not more than 30 days following the purchase pursuant to
the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at
a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued
and unpaid interest on the Notes that remain outstanding, to the Redemption Date (subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Any
redemption pursuant to this Section 4.14(e) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


Section
4.15          Additional Note Guarantees.


 


If
the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Immaterial Subsidiary)
or any other Restricted Subsidiary guarantees Indebtedness of the Company or any Domestic Subsidiary in excess of a De Minimis
Guaranteed Amount, then such Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of
Counsel satisfactory to the Trustee within 30 Business Days of the date on which it was acquired or created or on which it guaranteed
such Indebtedness. The form of such supplemental indenture is attached as Exhibit E hereto.


 


Section
4.16          Designation of Restricted and
Unrestricted Subsidiaries.


 


The
Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default or an Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary
designated as an Unrestricted Subsidiary will be deemed to be either 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 represent a Permitted Investment under one
or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted
if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if
that redesignation would not cause a Default or an Event of Default.


 


Any
designation of a Subsidiary of the Company 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 giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. In the case
of any designation by the Company of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary
of the Company in accordance with the provisions of this Indenture, such designation shall be deemed to have occurred for all
purposes of this Indenture simultaneously with, and automatically upon, such Person becoming a Subsidiary. 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 Company as of such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary, and such designation will only be permitted if (a) such Indebtedness is permitted under 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 (b) no Default or Event of Default would be in existence following such designation; provided, further,
that (i) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent Investment in such Subsidiary at the time of redesignation in an amount (if positive) equal to (x) the Company’s
Investment in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’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 (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined
in good faith by the Company) at the time of such transfer.



    52


     


    



Neither
the Company nor any Restricted Subsidiary will transfer the ownership of any intellectual property that is material to the Company
and its Restricted Subsidiaries taken as a whole to an Unrestricted Subsidiary.


 


Section
4.17          Covenant Suspension.


 


(a)           If on any date following the date of this Indenture (i) 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 Company, 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 Company as a replacement agency) (“Investment Grade”) and (ii)
no Default or Event of Default shall have occurred and be continuing (the occurrence of the events described in the foregoing
clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that
day and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10 (provided that those provisions
relating to the Sale of Collateral and the application of the proceeds therefrom shall remain in full force and effect and shall
not be suspended), 4.11, 4.16 and 5.01(iv)(A) hereof shall be suspended (collectively, the “Suspended Covenants”).


 


(b)           During any period that the Suspended Covenants have been suspended as a result of a Covenant Suspension Event, the Company’s
Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.16 hereof or the
second paragraph of the definition of Unrestricted Subsidiary.


 


(c)           Notwithstanding the foregoing, if on any subsequent date, the Notes cease to maintain Investment Grade ratings, the Suspended
Covenants will be reinstituted as of and from the date of such rating decline (a “Reversion Date”). Calculations
under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this Indenture except that
no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended.


 


(d)           Upon the occurrence of a Covenant Suspension Event or a Reversion Date, the Company shall provide written notice to the Trustee,
the Collateral Agent and the Holders, and file with the Trustee an Officers’ Certificate certifying that such suspension
or reversion complied with the foregoing provisions.


 


(e)           The Trustee shall not be responsible or liable for monitoring the ratings of the Notes or otherwise determining or confirming
whether any covenants are suspended or reinstituted pursuant to the above or provide notice to the Holders of Notes of any Covenant
Suspension Event or Reversion Date.


 


Section
4.18          Further Assurances; Insurance.


 


(a)           The Company and each of the other Guarantors shall do or cause to be done all acts and things that may be necessary or desirable,
or that the Collateral Agent, acting in accordance with the Intercreditor Agreement, from time to time may reasonably request,
to assure and confirm that the Collateral Agent holds, for the benefit of the Second Lien Secured Parties, duly created and enforceable
and perfected Second Liens upon the Collateral (including any property or assets that are acquired or otherwise become Collateral
after the Notes are issued), in each case, as contemplated by, and with the Lien priority required under, the Second Lien Documents.


 


(b)           If
necessary or desirable or upon the request of the Collateral Agent, acting at the direction of Holders, or any Second Lien Representative,
acting in accordance with the Intercreditor Agreement, at any time and from time to time, the Company and each of the other Guarantors
shall promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents,
and take such other actions as shall be reasonably necessary or desirable to create, perfect, protect, assure or enforce the Liens
and benefits intended to be conferred, in each case as contemplated by the Second Lien Documents for the benefit of the holders
of Second Lien Obligations.



    53


     


    



(c)          The Company and the other Guarantors will:


 


(i)            keep their properties adequately insured at all times by financially sound and reputable insurers;


 


(ii)           maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including
fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in
the same or similar businesses operating in the same or similar locations, including public liability insurance against claims
for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by them;


 


(iii)          maintain such other insurance as may be required by law; and


 


(iv)          maintain such other insurance as may be required by the Security Documents.


 


(d)          Upon the request of the Collateral Agent, acting upon the request of Holders, the Company and the other Guarantors shall furnish
to the Collateral Agent full information as to their property and liability insurance carriers, certified as true and correct.
Holders of Second Lien Obligations, as a class, shall be named as additional insureds, with a waiver of subrogation, on all insurance
policies of the Company and the other Guarantors covering the Collateral and the Collateral Agent shall be named as loss payee,
with 30 days’ notice of cancellation or material change, on all property and casualty insurance policies of the Company
and the other Guarantors covering the Collateral.


 


Section
4.19          Impairment of Security Interest.


 


Except
as permitted by the Intercreditor Agreement, the Company shall not, and shall not permit any of its Restricted Subsidiaries to,
take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially
impairing the security interest with respect to the Collateral for the benefit of the Trustee, the Collateral Agent and the other
Second Lien Secured Parties, and the Company shall not, and shall not permit any of the Restricted Subsidiaries to, except as
permitted under the terms of this Indenture, grant to any Person other than the Collateral Agent, for the benefit of itself, the
Trustee and the other Second Lien Secured Parties and the other beneficiaries described in the Security Documents, any interest
whatsoever in any of the Collateral.


 


Section
4.20          After-Acquired Property.


 


Promptly
following the acquisition by the Company or any Guarantor of any After-Acquired Property, the Company or such Guarantor shall
promptly execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and Opinions
of Counsel as shall be reasonably necessary to vest in the Collateral Agent, for the benefit of the Second Lien Secured Parties,
a perfected second priority security interest in such After-Acquired Property and to have such After-Acquired Property added to
the Collateral and thereupon all provisions of the indenture relating to the Collateral shall be deemed to relate to such After-Acquired
Property to the same extent and with the same force and effect.


 


Section
4.21          Limitation on Layered Indebtedness.


 


Notwithstanding
anything in this Indenture to the contrary, the Company shall not, and will not permit any Guarantor to incur any Indebtedness
(including Permitted Debt) that is contractually subordinated either in right of payment or in respect of the grant or the application
of proceeds of Collateral to any other Indebtedness of the Company or such Guarantor (including by way of “last out”
tranches but excluding the customary waterfall payments among protective advances, swing line advances, advances and Hedging Obligations
constituting the same tranche of Priority Lien Debt, such as those set forth in Section 11.5 of the Credit Agreement), unless
such Indebtedness is also contractually subordinated in right of payment or in respect of the grant and the application of proceeds
of Collateral, as the case may be, to the Notes and the applicable Guarantee on substantially identical terms. For the avoidance
of doubt, the foregoing shall not prohibit any Permitted Refinancing of the Credit Agreement with other Priority Lien Debt.




    54


     


    

Article
5

SUCCESSORS


 


Section
5.01         Merger, Consolidation or Sale
of Assets.


 


The
Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person,
unless:


 


(i)           either:


 


(A)           the Company is the surviving corporation; or


 


(B)            the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance 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; and, if such entity is not a corporation, a co-obligor of the Notes
is a corporation organized or existing under any such laws;


 


(ii)          the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes,
this Indenture and the Security Documents pursuant to supplemental indentures and such joinders to the Security Documents as may
be reasonably necessary;


 


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


 


(iv)         the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, conveyance or other disposition has been made 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 pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof or (B) have had a Fixed Charge Coverage Ratio equal to or greater than the actual
Fixed Charge Coverage Ratio for the Company for such four-quarter period.


 


In
addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and
its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will
not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and
its Restricted Subsidiaries or to the merger or consolidation of any Restricted Subsidiary with or into the Company or another
Restricted Subsidiary. Clauses (iii) and (iv) of this Section 5.01 will not apply to any merger or consolidation of the Company
(x) with or into one of its Restricted Subsidiaries for any purpose or (y) with or into an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction.


 


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 Company in a transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company 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 “Company” shall refer instead to the successor Person and not to the
Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from
the obligation to pay the principal of, premium on, if any, and interest on, the Notes except in the case of a sale of all of
the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.



    55


     


    



Article
6

DEFAULTS AND REMEDIES


 


Section
6.01         Events of Default.


 


Each
of the following is an “Event of Default”:


 


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


 


(ii)          default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;


 


(iii)         failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09, 4.10, 4.14,
and 5.01;


 


(iv)         (A) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any
of the other agreements in this Indenture or the Security Documents or (B) failure by the Company for 180 days after notice from
the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with the provisions
of Section 4.03 hereof;


 


(v)          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 Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after
the date of this Indenture, if that default:


 


(A)           is caused by a failure to pay principal of, premium on, if any, or interest, if any, on, such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(B)           results in the acceleration of such Indebtedness prior to its Stated 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 $20.0 million or more;
provided, however, if, prior to any acceleration of the Notes, (x) any such Payment Default is cured or waived,
(y) any such acceleration is rescinded, or (z) such Indebtedness is repaid within 10 Business Days commencing upon the end of
any applicable grace period for such Payment Default or the occurrence of such acceleration, as the case may be, any Default or
Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically
rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;


 


(vi)         failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer
as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed, for a period of 60 days;


 


(vii)        the occurrence of any of the following:


 


(A)           except as permitted by this Indenture or the Intercreditor Agreement, any Security Document ceases for any reason to be fully
enforceable; provided that it will not be an Event of Default under this clause (vii)(A) if the sole result of the failure
of one or more security documents to be fully enforceable is that any Second Lien purported to be granted under such Security
Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $10.0 million ceases to
be an enforceable and perfected second priority Lien, subject only to Permitted Prior Liens;


 


(B)           any
Second Lien purported to be granted under any security document on Collateral, individually or in the aggregate, having a Fair
Market Value in excess of $10.0 million ceases to be an enforceable and perfected second priority Lien, subject only to Permitted
Prior Liens; or



    56


     


    




(C)           the Company or any other Guarantor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligations
of the Company or any other Guarantor set forth in or arising under any Security Document;


 


(viii)       the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of
the Company 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)            generally is not paying its debts as they become due;


 


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


 


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


 


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


 


(C)           orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;


 


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


 


(x)          except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Note Guarantee.


 


Section
6.02         Acceleration.


 


In
the case of an Event of Default set forth in clause (viii) or (ix) of Section 6.01 hereof, with respect to the Company, any Restricted
Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company 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 may declare all the Notes to be due and payable immediately.


 


Upon
any such declaration, the Notes shall become 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 the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences
under this Indenture, 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.



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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.


 


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 or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the Trustee in liability or expense.


 


Section
6.06          Limitation on Suits.


 


Except
to enforce the right to receive payment of principal, premium, if any, or interest, when due, no Holder of a Note may pursue any
remedy with respect to this Indenture or the Notes unless:


 


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


 


(ii)           Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;


 


(iii)          such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense;


 


(iv)          the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity;
and


 


(v)           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.


 


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 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; provided that a Holder shall not have the right to institute any such suit
for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein
would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property
subject to such Lien.



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Section
6.08          Collection Suit by Trustee and
Collateral Agent.


 


If
an Event of Default specified in Section 6.01(i) or (ii) hereof occurs and is continuing, the Trustee or the Collateral Agent
is authorized to recover judgment (a) in its own name and (b)(i) in the case of the Trustee, as trustee of an express trust or
(ii) in the case of the Collateral Agent, as collateral agent on behalf of the Holders, in each case against the Company for the
whole amount of principal of, premium on, if any, and interest remaining unpaid on the Notes and, to the extent lawful, interest
on overdue principal and 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, the Collateral Agent and their respective
agents and counsel.


 


Section
6.09          Trustee May File Proofs of Claim.


 


The
Trustee or the Collateral Agent 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 or the Collateral Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel) and the Holders
of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), 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 or the Collateral Agent, and in the event that the Trustee or the Collateral Agent shall consent to the
making of such payments directly to the Holders, to pay to the Trustee or the Collateral Agent, as applicable, any amount due
to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective
agents and counsel, and any other amounts due the Trustee or the Collateral Agent under Section 7.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective
agents and counsel, and any other amounts due the Trustee or the Collateral Agent 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 or the Collateral Agent 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 or the Collateral Agent to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.10          Priorities.


 


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


 


First:
to the Trustee, the Collateral Agent and their respective 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 Collateral Agent
and the costs and expenses of collection;


 


Second:
subject to the Intercreditor Agreement, to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if
any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes
for principal, premium, if any, and interest, respectively; and


 


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


 


The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section
6.11          Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee or the Collateral
Agent, as the case may be, for any action taken or omitted by it as a Trustee or the Collateral Agent, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee or the Collateral Agent, as the case may be, 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.



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Article
7

TRUSTEE


 


Section
7.01          Duties of Trustee.


 


(a)          If an Event of Default of which a Responsible Officer of the Trustee has written notice 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 its exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)          Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has written notice:


 


(i)            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


 


(ii)           the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of
any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).


 


(c)          The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act,
or its own willful misconduct, in each case as determined by a court of competent jurisdiction pursuant to a final and non-appealable
decision, except that:


 


(i)            this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii)           the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a
court of competent jurisdiction in a final and non-appealable decision that the Trustee was grossly negligent in ascertaining
the pertinent facts; and


 


(iii)          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 from the Company or a majority of Holders (or such other lower or greater amount required under the Note Documents)
in accordance with the Note Documents.


 


(d)          Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject
to this Article 7.


 


(e)          No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will
be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder, unless such
Holder has offered to the Trustee security and indemnity satisfactory to it against any cost, loss, liability or expense.


 


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


 


Section
7.02          Rights of Trustee.


 


(a)          The
Trustee may conclusively rely upon and shall be fully protected in acting upon any document believed by it to be genuine (whether
in original or facsimile form) and to have been signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document and may conclusively rely as to the truth of the statements and the correctness of the opinions
expressed therein.



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(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ 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 Officers’ Certificate
or Opinion of Counsel. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the
Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer
of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance thereon. The Trustee may consult with counsel 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, custodian, nominees and agents and will not be responsible for the misconduct or negligence
of, or for the supervision of, any attorneys, custodian, nominees 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 or any other Note Document.


 


(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company.


 


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


 


(g)           The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of Officers authorized at such time to take specified actions pursuant to the Note Documents.


 


(h)           The Company shall provide prompt written notice to the Trustee of any change to its fiscal year (it being expressly understood
that the failure to provide such notice to the Trustee shall not be deemed a Default or Event of Default under this Indenture).


 


(i)            The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
has received written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Notes and this Indenture. For purposes of any determination as to whether a Responsible
Officer of the Trustee shall be deemed to have actual knowledge of any of the foregoing events, the Trustee shall have no obligation
to inquire into, or investigate as to, the occurrence of any such event.


 


(j)            The permissive or discretionary rights of the Trustee enumerated herein shall not be construed as duties.


 


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


 


(l)            The 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 (i) the Trustee in each of its capacities (including as an Agent)
hereunder and under the Note Documents and (ii) the entity serving as the Trustee in each of its capacities hereunder and in each
of its capacities as under any other Note Document or any related document whether or not specifically set forth therein, and
each agent, custodian and other Person employed to act hereunder or thereunder; provided that during an Event of Default only
the Trustee, and not any Agent or agent, shall be subject to the prudent person standard. The foregoing shall survive the resignation
or removal of the Trustee, Agent, agent or other Person and the satisfaction and discharge of the Indenture.


 


(m)          The Trustee shall not be bound to make any investigation into (i) the performance or observance by the Company or any other Person
of any of the covenants, agreements or other terms or conditions set forth in the Note Documents or in any related document, (ii)
the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of any Note Document, any related
document or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be
created by this any Note Document or any related document, (iv) the value or the sufficiency of any Collateral or (v) the satisfaction
of any condition set forth in any Note Document or any related document.


 


(n)           The
Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Indenture, any
other Note Document or any other agreement or instrument, monitoring or filing any financing statement or continuation statement
evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing
or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity
of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment
or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to,
assessed or levied against, any part of the Collateral.



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(o)           Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Trustee
or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision
in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Trustee or any
other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions
in taking or not taking action under this Indenture and in connection with the Notes. Except for notices, reports and other documents
expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility
to provide any Holder with any other information concerning the Company or any other parties to any related documents which may
come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.


 


(p)           If the Trustee requests instructions from the Company or the Holders with respect to any action or omission in connection with
any Note Document, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action
and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Company or
the requisite percentage of Holders of the aggregate principal amount of the then outstanding Notes, as applicable, with respect
to such request.


 


(q)           In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee. Accordingly, each of the parties and each Holder agrees to provide to the Trustee upon its request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply
with Applicable Law.


 


(r)            In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under any Note Document
or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure,
termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable
part of the world or acts of God, flood, pandemic, war (whether declared or undeclared), civil or military disturbances or hostilities,
nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor
disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations
or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing
of the services contemplated by the Note Documents or any related documents, or the unavailability of communications or computer
facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal
Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether
or not of the same class or kind as specified above.


 


(s)           The Trustee shall not be liable for failing to comply with its obligations under any Note Document in so far as the performance
of such obligations is dependent upon the timely receipt of instructions and/or other information from any other person which
are not received or not received by the time required.


 


(t)            The Trustee shall be fully justified in failing or refusing to take any action under any Note Document or any other related document
if such action (A) would, in the reasonable opinion of the Trustee, in good faith (which may be based on the advice or opinion
of counsel), be contrary to applicable law, any Note Document or any other related document, or (B) is not provided for in the
Note Documents or any other related document.


 


(u)           The Trustee shall not be required to take any action under any Note Document or any related document if taking such action (A)
would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Trustee
to qualify to do business in any jurisdiction where it is not then so qualified.


 


(v)           In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


(w)          To
secure the obligations owed to the Trustee hereunder, the Trustee shall have a lien prior on all money or property held or collected
by it in its capacity as Trustee, and may withhold or set-off any amounts due and owing to it under this Indenture from any money
or property held or collected by it in its capacity as Trustee.



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(x)           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.


 


(y)           Neither the Trustee nor the Collateral Agent shall be under any obligation to insure any of the Collateral or any certificate,
note, bond or evidence in respect thereof, or to require any other Person to maintain any such insurance and neither shall be
responsible for any loss, expense or liability which may be suffered as a result of any assets comprised in the Collateral being
uninsured or inadequately insured.


 


Section
7.03           Individual Rights of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company
or any Affiliate of the Company 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 SEC 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 Sections 7.10 and 7.11 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 Company’s use of the proceeds from the Notes or any money paid to the Company or upon
the Company’s direction under any provision of this Indenture, it 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.


 


Section
7.05          Notice of Defaults.


 


If
a Default or Event of Default occurs and is continuing and a Responsible Officer of the Trustee receives written notice of the
same, the Trustee shall send to Holders of Notes, with a copy to the Collateral Agent, a notice of the Default or Event of Default
within 90 days after it occurs or within 15 Business Days after it received written notice, if later than 90 days after occurrence.
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 the Trustee in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.


 


Section
7.06          Reports by Trustee to Holders
of the Notes.


 


(a)           Within 60 days after each November 15 beginning with the November 15 following the date of this Indenture, and for so long as
Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will also
transmit by mail all reports as required by TIA §313(c).


 


(b)           A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed
with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company will promptly
notify the Trustee, in writing, when the Notes are listed on any stock exchange or of any delisting thereof.


 


Section
7.07          Compensation and Indemnity.


 


(a)           The
Company will pay to the Trustee and the Collateral Agent (and together with their respective officers, directors, employees, representatives,
attorneys and agents, the “Indemnified Parties”, and each, an “Indemnified Party”) from
time to time such compensation as agreed to in a separate fee agreement for its acceptance of this Indenture, the Security Documents
and services related thereto, hereunder and thereunder. The Trustee’s compensation will not be limited by any law on compensation
of a trustee of an express trust. The Company and the Guarantors, on a joint and several basis, will reimburse each Indemnified
Party promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses will include, but are not limited to, costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and the reasonable
compensation, costs disbursements and expenses of each Indemnified Party’s agents and counsel.



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(b)          The Company and the Guarantors will indemnify, defend and hold harmless, on a joint and several basis, each Indemnified Party
against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Indenture or the other Note Documents, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company,
the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers
or duties under the Note Documents, except to the extent any such loss, liability or expense may be attributable to its gross
negligence or willful misconduct as proven in a court of competent jurisdiction in a final and non-appealable decision. An Indemnified
Party will notify the Company promptly of any claim for which it may seek indemnity. Failure by an Indemnified Party to so notify
the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor
will defend the claim and the subject Indemnified Party will cooperate in the defense. An Indemnified Party may have separate
counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent will not be unreasonably withheld and neither the Company nor any
Guarantor may agree to any settlement without consent of the Indemnified Parties, which consent will not be unreasonably withheld.


 


(c)          The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this
Indenture and the termination of the Note Documents or earlier resignation or removal of the Trustee or any Agent, as applicable.


 


(d)          To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, each Indemnified Party will
have a Lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as trustee, or the Collateral
Agent, in its capacity as collateral agent, except, in the case of the Trustee, 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 or earlier
resignation or removal of the Trustee.


 


(e)          When an Indemnified Party incurs expenses or renders services after an Event of Default specified in clause (vii) or (viii) 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)           The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.


 


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 in writing at any time and be discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by providing 30 days’
notice to the Trustee and the Company in writing. The Company may remove the Trustee if:


 


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


 


(ii)           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;


 


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


 


(iv)          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 Company 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
Company.


 


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



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(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 Company. 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 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 Company’s 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
corporation, the successor corporation 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 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.


 


This
Indenture will always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject
to TIA §310(b).


 


Section
7.11          Preferential Collection of Claims
Against Company.


 


The
Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned
or been removed shall be subject to TIA §311(a) to the extent indicated therein.


 


Section
7.12          Collateral Agent.


 


References
to the Trustee in Sections 7.01(b) through (f) (“Duties of Trustee”), 7.02 (“Rights of Trustee”), 7.03
(“Individual Rights of Trustee”), 7.04 (“Trustee’s Disclaimer”), 7.07 (“Compensation and Indemnity”),
7.08 (“Replacement of Trustee”) and 7.09 (“Successor Trustee by Merger, etc.”) shall be read to apply
to the Collateral Agent and the Security Documents, mutatis mutandis, in addition to this Indenture; provided that the Collateral
Agent’s standard of care of gross negligence or willful misconduct shall not be affected or changed after the occurrence
and during the continuation of an Event of Default. The privileges, rights, indemnities, immunities and exculpatory provisions
contained in this Indenture, including the right to be indemnified, shall apply to the Collateral Agent, whether it is acting
under this Indenture or the Security Documents, and shall be enforceable by the Collateral Agent. Each Holder of Notes, by its
acceptance of the Notes (a) consents to the terms of the Note Documents, (b) agrees that it will be bound by, and will take no
actions contrary to, the provisions of the Note Documents and (c) authorizes and instructs the Collateral Agent, on behalf of
each Holder of Notes to enter into the Note Documents.


 


Section
7.13          Separate Trustees and Co-Trustees


 


(a)           Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting legal requirements applicable to it in the performance of
its duties hereunder, the Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more
Persons to act as separate trustees or co-trustees hereunder of any portion of the Collateral subject to this Indenture, and any
such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall
be specified in the instrument appointing such Person. If the Trustee shall request the Company to do so, the Company shall join
with the Trustee in the execution of such instrument, but the Trustee shall have the power to make such appointment without making
such request. A separate trustee or co-trustee appointed pursuant to this Section 7.13 need not meet the eligibility requirements
of Section 7.10. No trustee hereunder shall be personally liable because of any act or omission of any other trustee hereunder
and any appointed separate or co-trustee hereunder shall not be deemed an agent of the appointing trustee.



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(b)          Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:


 


(i)            the rights, powers, duties and obligations conferred or imposed upon such separate or co- trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate or co-trustee jointly, as shall be provided in the appointing
instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident
trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee;


 


(ii)           all powers, duties, obligations and rights conferred upon the Trustee, in respect of the custody of all cash deposited hereunder
shall be exercised solely by the Trustee; and


 


(iii)          the Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee,
and, upon the request of the Trustee, the Company shall join with the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to make effective such resignation or removal, but the Trustee shall have the power
to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee
so resigning or removed may be appointed in the manner otherwise provided herein.


 


(c)          Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in
such instruments, jointly with the Trustee, and the Trustee shall take such action as may be necessary to provide for (i) the
appropriate interest in the Collateral to be vested in such separate trustee or co- trustee and (ii) the execution and delivery
of any transfer documentation or bond powers that may be necessary to give effect to the transfer of the Lien hereof to the co-trustee.
Any separate trustee or co-trustee may, at any time, by written instrument constitute the Trustee, its agent or attorney-in-fact
with full power and authority, to the extent permitted by law, do all acts and things and exercise all discretion authorized or
permitted by it, for and on behalf of it and in its name. The Trustee shall not be responsible for any action or inaction of any
separate trustee or co-trustee. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign,
be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee,
so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a successor to said separate
trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in
this Indenture.


 


(d)          Any notice, request or other writing, by or on behalf of any Holder, delivered to the Trustee shall be deemed to have been delivered
to all separate trustees and co-trustees.


 


(e)          [Intentionally Omitted.]


 


(f)           No appointment of a separate trustee or co-trustee pursuant to this Section 7.13 shall relieve the Trustee of any of its obligations,
duties or responsibilities hereunder in any way or to any degree.


 


Article
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01          Option to Effect Legal Defeasance
or Covenant Defeasance.


 


The
Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section
8.02          Legal Defeasance and Discharge.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of
the Guarantors 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 Company
and the Guarantors 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 (i) and (ii) below, and to have satisfied all their other obligations
under such Notes, the Note Guarantees and this Indenture (and the Trustee, at the written request and sole expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:



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(i)           the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest
on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 


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



 


(iii)         the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’
obligations in connection therewith; and


 


(iv)         this Article 8.


 


Subject
to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.


 


Section
8.03         Covenant Defeasance.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of
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 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19 and 4.20 hereof and clause (iv) 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”), and the Notes 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 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 Company and the Guarantors
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 Company’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(iii), (iv), (v), (vi), (vii) and (x) hereof will not constitute Events of Default.


 


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:


 


(i)           the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, 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 on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the
case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular
Redemption Date;


 


(ii)          in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee and the Collateral Agent an Opinion
of Counsel confirming that:


 


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


 


(B)           since the date of this Indenture, there has been a change in the applicable federal income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;



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(iii)          in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(iv)          no Default or Event of Default shall have 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);


 


(v)           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 Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted
Subsidiaries is bound;


 


(vi)          the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


(vii)         the Company must deliver to the Trustee an Officers’ 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.


 


The
Collateral will be released from the Lien securing the Notes and the other Note Documents, as provided in Section 10.04 hereof,
upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.


 


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
(or other qualifying trustee, collectively for purposes of this Section 8.05, 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 Company acting as
Paying Agent), to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The
Company 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 Company from time to time upon the request
of the Company 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(i) 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 Company.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
premium on, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest
has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from
such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
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 Company 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 Company.



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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 Company’s and the Guarantors’ 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 Company makes any payment of principal of, premium
on, if any, or interest on, any Note following the reinstatement of its obligations, the Company 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 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors, the Trustee and the Collateral
Agent, if applicable, may amend or supplement this Indenture, the Notes, the Note Guarantees or any other Note Documents:


 


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


 


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


 


(iii)          to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees
by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;


 


(iv)          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;


 


(v)           to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


 


(vi)          to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description
of The New Notes” section of the Offer to Exchange, relating to the initial offering of the Notes, to the extent that such
provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture,
the Notes, the Note Guarantees or the Security Documents, which intent shall be evidenced by an Officers’ Certificate to
that effect;


 


(vii)         to enter into additional or supplemental Security Documents;


 


(viii)        to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents
or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;


 


(ix)          to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date
of this Indenture;


 


(x)           to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or


 


(xi)          with respect to the Security Documents to amend this Indenture or any of the Security Documents, as provided in the Intercreditor
Agreement.


 


Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment
or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.06
hereof, the Trustee and the Collateral Agent will join with the Company and the Guarantors in the execution of any amendment 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 neither the Trustee nor the Collateral Agent will be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or immunities under the Note Documents or otherwise.



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Section
9.02          With Consent of Holders of Notes.


 


Except
as provided below in this Section 9.02, the Company, the Trustee and the Collateral Agent, if applicable, may amend or supplement
this Indenture (including, without limitation, Sections 3.09, 4.10, and 4.14 hereof), the Notes, the Note Guarantees or any other
Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
(including, without limitation, Additional Notes, 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 or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, 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). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of
this Section 9.02.


 


Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment
or supplemental indenture, and upon the filing with the Trustee and/or the Collateral Agent, as the case may be, of evidence satisfactory
to the Trustee and/or the Collateral Agent, as the case may be, of the consent of the Holders of Notes as aforesaid, and upon
receipt by the Trustee and/or the Collateral Agent, as the case may be, of the documents described in Section 9.06 hereof, the
Trustee and/or the Collateral Agent, as the case may be, will join with the Company and the Guarantors in the execution of such
amendment or supplemental indenture unless such amendment or supplemental indenture directly affects the Trustee’s and/or
the Collateral Agent, as the case may be, own rights, duties or immunities under this Indenture, the other Note Documents or otherwise,
in which case the Trustee and/or the Collateral Agent, as the case may be, may in its discretion, but will not be obligated to,
enter into such amendment 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 Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail 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 Company with any provision of this Indenture, the
Notes or the 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):


 


(i)            reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(ii)           reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption
or repurchase of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof);


 


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


 


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


 


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


 


(vi)          make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, premium, if any, on, interest on the Notes (other than as permitted by clause (vii) below);



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(vii)         waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.14 hereof);


 


(viii)        release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms
of this Indenture; or


 


(ix)          make any change in the preceding amendment and waiver provisions.


 


In
addition, any amendment to, or waiver of, the provisions of this Indenture or any security document that has the effect of releasing
all or substantially all of the Collateral from the Liens securing the Notes or releasing all or substantially all of the Guarantors
from their respective Guarantees will require the consent of the Holders of at least 662/3% in aggregate principal
amount of the Notes then outstanding.


 


In
determining with the Holders of the required principal amount of Notes have concurred in any direction, waiver, or consent, Notes
owned by the Company or any Guarantor, or any of their respective Subsidiaries, will be considered as though not outstanding,
except that for the purposes of determining whether the Trustee will be protecting in relying on any such direction, waiver, or
consent, only Notes that a Responsible Officer of the Trustee receives an Officers’ Certificate from the Company that such
Notes are so owned will be so disregarded. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of
the above described Persons, and the Trustee shall be entitled to accept and rely upon such Officers’ Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any
such determination.


 


Section
9.03          Trust Indenture Act.


 


Every
amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies
with the TIA as then in effect.


 


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 may revoke the consent as to
its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.
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 Company
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 amendment 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 Company may not sign an amendment
or supplemental indenture until the Board of Directors of the Company approves it. In executing any amendment 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 Section 14.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating
that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantors party thereto, enforceable against
them in accordance with its terms, subject to customary exceptions.



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Article
10

COLLATERAL AND SECURITY


 


Section
10.01        Security Documents.


 


The
due and punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due
and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest
on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), on the Notes and performance of
all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without
limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents,
which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance
thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its
terms and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and
exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered
to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and
the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof,
as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the
Notes secured hereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries
to take any and all actions necessary or proper or as may be reasonably requested by the Collateral Agent to cause the Security
Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected
second priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior
to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Prior Liens.


 


Section
10.02        Recording and Opinions.


 


(a)          The Company will furnish to the Collateral Agent and the Trustee on April 20 in each year beginning with April 20, 2021, an Opinion
of Counsel, dated as of such date, either:


 


(i)            (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording,
re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Lien of the Security Documents and reciting with respect to the security
interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given,
and (B) stating that, in the opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel,
all financing statements and continuation statements have been executed and filed that are necessary as of such date and during
the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing,
the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect
to the security interests in the Collateral;


 


(ii)           stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.


 


(b)          The Company will comply with the provisions of TIA § 314; provided that the Company will not be required to comply with all
or any portion of TIA §314(d) if it determines in good faith based on the advice of counsel, that under the terms of TIA
 §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no-action”
letters or exemptive orders (whether issued to the Company or any other person), all or any portion of TIA §314(d) is inapplicable
to the released Collateral.


 


Section
10.03        Release of Liens on Collateral.


 


The
Collateral Agent’s Second Liens upon the Collateral will be released in any one or more of the circumstances set forth in
the Intercreditor Agreement, and in any such event, each of the Trustee and Collateral Agent shall release the Collateral upon
request from Priority Lien Collateral Agent or the Priority Lien Representative, and neither the Trustee nor Collateral Agent
shall be liable for verifying whether such release is authorized or permitted pursuant to the Indenture or any Note Document and
each of the Trustee and the Collateral Agent may conclusively rely on such request, and incur no liability for any releases effected
pursuant to such request.



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Section
10.04        Release of Liens in Respect of Notes.


 


(a)          The Collateral Agent’s Second Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture
or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits
and proceeds of the Collateral Agent’s Second Liens on the Collateral shall terminate and be discharged:


 


(i)            upon satisfaction and discharge of this Indenture as set forth in Article 12 hereof;


 


(ii)           upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth in Article 8 hereof;


 


(iii)          upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due
and payable under this Indenture at the time the Notes are paid in full and discharged;


 


(iv)          in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of
Article 9 hereof;


 


(v)           after the satisfaction of the Lien Release Conditions, on the date the Notes are rated Investment Grade and no Default or Event
of Default shall have occurred and be continuing;


 


(vi)          as provided in Intercreditor Agreement; or


 


(vii)         to enable the disposition of assets that constitute Collateral to the extent not prohibited by Section 4.10.


 


(b)          Upon the full and final payment and performance of all Obligations of the Company under this Indenture and the Notes or upon Legal
Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, the Company
will deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral
Agent to release the Liens pursuant to this Indenture and the Security Documents.


 


Section
10.05        Certificates of the Company.


 


The
Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security
Documents:


 


(i)            all documents required by TIA §314(d);


 


(ii)           an Officers’ Certificate certifying that all conditions precedent under this Indenture and the Note Documents if any, to
such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Company;
and


 


(iii)          solely in the case of a release described in Section 10.04(a)(i) through (vi) or a release of all or substantially all of the
Collateral, an Opinion of Counsel, which may be rendered by internal counsel to the Company in accordance with Section 14.04.


 


The
Trustee and the Collateral Agent may accept as conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel. Neither the Trustee nor the Collateral Agent shall be liable
for any such release undertaken in good faith in reliance upon any such Officers’ Certificate or Opinion of Counsel, and
notwithstanding any term hereof or in any Note Document to the contrary, the Trustee and Collateral Agent shall not be under any
obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction
or termination, unless and until it receives such Officers’ Certificate and Opinion of Counsel.


 


Section
10.06        Certificates of the Trustee.


 


Neither
the Trustee nor the Collateral Agent shall have any duty to confirm the legality, sufficiency, genuineness, accuracy, contents
or validity of any documents (or any signature appearing therein). Neither the Trustee nor the Collateral Agent shall be liable
for any such release undertaken in good faith in reliance upon any documents delivered to them pursuant to Section 10.05 hereof,
and notwithstanding any term hereof or in any Note Document to the contrary, neither the Trustee nor the Collateral Agent shall
be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release,
satisfaction or termination, unless and until it receives such documents.



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Section
10.07        Authorization of Actions to Be Taken Under the
Security Documents.


 


Subject
to the provisions of Section 7.01 and 7.02 hereof and to the terms of the Intercreditor Agreement, the Trustee and the Collateral
Agent may, on behalf of the Holders of Notes, take all actions to:


 


(i)            enforce any of the terms of the Security Documents; and


 


(ii)           collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder and under the Security
Documents.


 


The
Collateral Agent will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and
such suits and proceedings to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of
Notes, of the Collateral Agent or of the Trustee). Nothing in this Section 10.07 shall be considered to impose any such duty or
obligation to act on the part of the Trustee or the Collateral Agent.


 


Notwithstanding
the foregoing, the Collateral Agent or the Trustee may, at the expense of the Company, request the direction of the Holders of
Notes with respect to any such actions and upon receipt of the written consent of Holders of at least a majority in aggregate
principal amount of the then outstanding Notes, shall take such actions; provided that all actions so taken shall, at all times,
be in conformity with the requirements of the Intercreditor Agreement.


 


Section
10.08        Authorization of Receipt of Funds by the Trustee
Under the Security Documents.


 


Subject
to the terms of the Intercreditor Agreement, proceeds in respect of the Collateral received by the Collateral Agent shall be passed
on to the Trustee. The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the
Security Documents, and to make further distributions of such funds to the Holders of Notes according to the provisions of this
Indenture.


 


Section
10.09        Collateral Agent.


 


(a)          UMB Bank, National Association, is hereby appointed as Collateral Agent and shall be authorized to appoint co-Collateral Agents
as necessary in its sole discretion. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions
of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein
and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere
in this Indenture and the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature,
and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other
documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other
fiduciary relationship with the Trustee, any Holder, the Company or any Guarantor, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the
Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture
with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.


 


(b)          The
Collateral Agent makes no representations as to, and shall not be responsible for the existence, genuineness, value, sufficiency
or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any Security
Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral
created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action
or omission to act on its part hereunder, for the validity or sufficiency of the Collateral, any Security Documents or any agreement
or assignment thereof contained in any provision thereof, for the validity of the title of the Company or any Guarantor to the
Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise
as to the maintenance of the Collateral, all such responsibilities and obligations being responsibilities and obligations of the
Company and the Guarantors. The Collateral Agent shall not have any responsibility for recording, registering, filing, re-recording,
re-registering or refiling any supplemental indenture, financing statement, continuation statement, document, instrument or other
notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any
security interest granted to it under the Security Documents or otherwise (except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder or under any Security Document) and such responsibility
shall be solely that of the Company.



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(c)          The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication,
document or conversation (including those by telephone or e- mail) believed by it to be genuine and correct and to have been signed,
sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation,
counsel to the Company or any Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent.
The Collateral Agent 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, or other paper or document.
The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the
Security Documents in accordance with a request, direction, instruction or consent of the Company, the Trustee or the Holders
of a requisite percentage in aggregate principal amount of the then outstanding Notes.


 


This
Article 10 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the
Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor
Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms
thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the terms provided for in the Intercreditor Agreement,
(b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c)
authorizes and instructs the Trustee and the Collateral Agent, in each case, on behalf of each Holder of Notes to enter into the
Intercreditor Agreement as Second Lien Representative and as Second Lien Collateral Agent (as such terms are defined in the Intercreditor
Agreement), in each case, on behalf of such Holders of Notes. In addition, each Holder of Notes authorizes and instructs the Trustee
and the Collateral Agent to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder,
to add additional Indebtedness as Second Lien Debt and add other parties (or any authorized agent or trustee therefor) holding
such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens
on such Collateral securing the other Second Lien Debt then outstanding. The foregoing provisions are intended as an inducement
to the lenders under the Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders are
intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.


 


(d)          In addition, to the extent required under the laws of any jurisdiction other than within the United States and for Mexican law
purposes, each Holder hereby grants to the Collateral Agent a comisión mercantil con representación in accordance
with Articles 273, 274 and any other applicable Articles of the Commerce Code of Mexico (Código de Comercio) to
act on its behalf as its agent in connection with this Agreement and the Security Documents, and authorizes the Collateral Agent
to enter into the Security Documents governed by the laws of Mexico and to hold the Liens granted to it under such documents acting
on behalf of itself and for the benefit of the Second Lien Secured Parties under this Agreement to secure the Second Lien Obligations;
furthermore, each Holder hereby authorizes the Collateral Agent to delegate the above mentioned comisión mercantil
con representación pursuant to Article 280 and any other applicable Articles of the Commerce Code of Mexico (Código
de Comercio) to the extent permitted by and under the Secured Debt Documents. Without limiting the foregoing, each Holder
hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Security Documents
to which the Collateral Agent is a party, and to exercise all rights, powers and remedies that the Collateral Agent may have under
such Security Documents, provided, however, the Collateral Agent does not have an obligation to undertake any action unless directed
in writing by a majority of Holders (or the Trustee acting upon direction of the same) and it has been provided indemnity and
or security satisfactory to it.


 


Article
11

NOTE GUARANTEES


 


Section
11.01        Guarantee.


 


(a)          Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors
and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Security Documents or the obligations
of the Company hereunder or thereunder, that:


 


(i)            the
principal of, premium, if any, on, 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 Company to the Holders or the Trustee and the Collateral Agent hereunder or thereunder or under
any Security Document will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and



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(ii)           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.


 


Notwithstanding
anything herein to the contrary, the amount of the obligations guaranteed hereunder by GX Geoscience shall not exceed the amount
of the obligations guaranteed by GX Geoscience under the Credit Agreement.


 


Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 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 Company, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency (concurso
mercantil) or bankruptcy (quiebra) of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant 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, the Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Guarantors
or any custodian, trustee, liquidator, visitador, conciliador, síndico or other similar official acting
in relation to either the Company or the Guarantors, any amount paid by either to the Trustee, the Collateral Agent 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, on the one hand, and the Holders, the Collateral Agent 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 for the purpose of this Note Guarantee. The Guarantors
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
11.02        Limitation on Guarantor Liability.


 


Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the
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, the Ley General de Concursos Mercantiles of Mexico 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 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 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.


 


Section
11.03        Execution and Delivery of Note Guarantee.


 


To
evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated
and delivered by the Trustee and that this Indenture 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 11.01 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.


 


In
the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of
this Indenture, if required by Section 4.15 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions
of Section 4.15 hereof and this Article 11, to the extent applicable.


 


Section
11.04       Guarantors May Consolidate, etc., on Certain
Terms.


 


Except
as otherwise provided in Section 11.05 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 Company or another Guarantor, unless:


 


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


 


and


 


(ii)          either:


 


(A)           subject to Section 11.05 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,
this Indenture and the Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate
security documents in form and substance reasonably satisfactory to the Trustee; or


 


(B)           the Net Proceeds of such sale or other disposition are applied 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, 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 Company 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 (ii)(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 Company 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 Company
or another Guarantor.


 


Section
11.05       Releases.


 


(a)          The Note Guarantee of a Guarantor will automatically be released:


 


(i)           In connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger,
consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or
a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions described in Section
4.10 hereof;


 


(ii)          in
connection with any sale or other disposition of Capital Stock of that Guarantor by way of merger, consolidation or otherwise
to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the
Company, if the sale or other disposition does not violate the provisions described in Section 4.10 hereof and the Guarantor ceases
to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;



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(iii)         if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the
applicable provisions of this Indenture;


 


(iv)         upon Legal Defeasance or Covenant Defeasance as provided in Article 8 hereof or upon the satisfaction and discharge of this Indenture
as provided in Article 12 hereof;


 


(v)          upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; or


 


(b)          if consent to such release has been given by an Act of Supermajority of Debtholders.


 


(c)          Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 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 11.


 


Section
11.06       Waiver by GX Geoscience.


 


GX
Geoscience expressly acknowledges that this Note Guarantee is governed by the laws of the State of New York and expressly agrees
that any rights and privileges that such Guarantor might otherwise have under the laws Mexico shall not be applicable to this
Note Guarantee, including, but not limited to, any benefit of orden, excusiόn,
divisiόn, quita, novaciόn, espera and modificaciόn which may be available to
it under articles 2813, 2814, 2815, 2816, 2817, 2818, 2820, 2821, 2822, 2823, 2827, 2836, 2840, 2842, 2846, 2847, 2848, 2849 of
the Federal Civil Code of Mexico and the corresponding articles under the Civil Code in effect for the Federal District of Mexico
and in all other states of Mexico. GX Geoscience represents that it is familiar with the contents of these articles and agrees
that they need not to be reproduced herein. Additionally, GX Geoscience acknowledges and represents that it (i) will receive valuable
direct or indirect benefits as a result of the entering into of this Indenture, the Notes and any other Note Document to which
it is a party; (ii) it is solvent pursuant to Mexican law, including without limitation, pursuant to Article 2166 of the Mexican
Federal Civil Code (Código Civil Federal) and its correlative provisions of the Civil Codes of the States of Mexico and
Articles 9, 10, or 11 of the Mexican Ley de Concursos Mercantiles; and (iii) is not subject to concurso mercantil,
bankruptcy (quiebra) or other similar insolvency procedure in Mexico and it has no reason to believe that it will be declared
in concurso mercantil, bankruptcy (quiebra) or other similar insolvency procedure in Mexico.


 


Article
12

SATISFACTION AND DISCHARGE


 


Section
12.01       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 surviving rights
of registration, of transfer or exchange of the Notes and as otherwise provided in this Indenture), when:


 


(i)           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 Company, have been delivered to the Trustee for cancellation;
or


 


(B)          all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of
a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation
for principal, premium, if any, and interest to the date of maturity or redemption;


 


(ii)          in
respect of subclause (B) of clause (i) of this Section 12.01, no Default or Event of Default has occurred and is continuing on
the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such
deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings)
and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing
of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent
deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);



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


 


(iv)          the Company 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 Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.


 


The
Collateral will be released from the Lien securing the Notes and the other Note Documents, as provided in Section 10.04 hereof,
upon a satisfaction and discharge in accordance with the provisions described above. Nothing in this Section 12.01 will be deemed
to preclude the Company from repurchasing Notes, including, but not limited to, in the open market, through a tender offer or
exchange offer, through privately negotiated transactions, or other similar transactions.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause
(i) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section
12.01 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
12.02        Application of Trust Money.


 


Subject
to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent), 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 12.01 hereof by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that
if the Company has made any payment of principal of, premium on, if any, or interest on, any Notes because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.


 


Article
13

CONVERSION OF NOTES


 


Section
13.01        Conversion Privilege.


 


Subject
to and upon compliance with the provisions of this Article 13 (including, for the avoidance of doubt, the restrictions set forth
in Section 13.12), each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if
the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the
close of business on the Business Day immediately preceding the Maturity Date at an initial conversion rate of 333.3333 shares
of Common Stock (subject to adjustment as provided in this Article 13) (the “Conversion Rate”) per $1,000 principal
amount of Notes (subject to, and in accordance with, the settlement provisions of Section 13.02, the “Conversion Obligation”).
With respect to any Notes that are converted after the date of issuance of a Redemption Notice and prior to the close of business
on the Scheduled Trading Day immediately preceding the related Redemption Date (unless the Company fails to pay the redemption
price as required under Section 3.07 (in which case a Holder may convert such Note until the redemption price, including the Applicable
Premium (if any), has been paid or duly provided for), in addition to the payment or delivery of the consideration due upon conversion
as described in Section 13.02, the Company shall pay or deliver, as the case may be, the Applicable Premium in cash, shares of
Common Stock or a combination of cash and shares of Common Stock, as specified in the Redemption Notice and described in Section
3.07.



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Section
13.02       Conversion Procedure.


 


(a)          Subject to this Section 13.02, Section 13.03(b), Section 13.07(a) and Section 13.12, upon conversion of any Note, the Company
shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being
converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering
any fractional share of Common Stock in accordance with subsection (j) of this Section 13.02 (“Physical Settlement”)
or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share
of Common Stock in accordance with subsection (j) of this Section 13.02 (“Combination Settlement”), at its election,
as set forth in this Section 13.02. Notwithstanding the foregoing, to the extent the Board of Directors determines in good faith
that the issuance of any shares of Common Stock upon any conversion of the Notes or in respect of any Applicable Premium could
cause the Company to undergo an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations promulgated thereunder or otherwise could materially and adversely affect the Company’s
ability to preserve its ability to utilize its net operating loss carryforwards for U.S. federal income tax purposes, the Company
may elect to settle such conversion through Cash Settlement or Combination Settlement and to settle such Applicable Premium in
cash or in a combination of cash and shares of Common Stock, in each case, to the extent of such determination.


 


(i)           All conversions for which the relevant Conversion Date occurs on or after September 15, 2025, and all conversions for which the
relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes and prior
to the related Redemption Date, shall be settled using the same Settlement Method.


 


(ii)          Except for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice
with respect to the Notes but prior to the related Redemption Date, any conversions for which the relevant Conversion Date occurs
on or after September 15, 2025, the Company shall use the same Settlement Method for all conversions with the same Conversion
Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different
Conversion Dates.


 


(iii)         If, in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses,
as the case may be), the Company elects a Settlement Method in respect of such Conversion Date (or such period, as the case may
be), the Company shall deliver or cause delivery of a notice (the “Settlement Notice”) of the relevant Settlement
Method to converting Holders and the Conversion Agent (and the Trustee if not the Conversion Agent) no later than the close of
business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the
relevant Conversion Date occurs (x) after the date of issuance of a Redemption Notice with respect to the Notes and prior to the
related Redemption Date, in such Redemption Notice or (y) on or after September 15, 2025, no later than September 15, 2025). Such
Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant
Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company does not elect
a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the
right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in
respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000.


 


If
the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not
indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount
per $1,000 principal amount of Notes shall be deemed to be $1,000. For the avoidance of doubt, this clause (iii) and the provisions
hereof are subject to the provisions of Section 13.12.


 


(iv)         The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the
 “Settlement Amount”) shall be computed by the Company as follows:


 


(A)           if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall
deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common
Stock equal to the Conversion Rate in effect on the Conversion Date (plus cash in lieu of any fractional share of Common Stock
issuable upon conversion in accordance with Section 13.02(j));


 


(B)           if
the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay
to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum
of the Daily Conversion Values for each of the 30 consecutive Trading Days during the related Observation Period; and



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(C)           if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination
Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal
amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive
Trading Days during the related Observation Period (plus cash in lieu of any fractional share of Common Stock issuable upon conversion
in accordance with Section 13.02(j)).


 


(v)          The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company
promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or
the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of
Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Daily
Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional
shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any
such determination.


 


(b)          Subject to Section 13.02(e), before any Holder of a Note shall be entitled to convert a
Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect
at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not
entitled as set forth in Section 13.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable
notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”)
at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name
or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered
upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank
(and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish
appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest
Payment Date to which such Holder is not entitled as set forth in Section 13.02(h). The Trustee (and if different, the Conversion
Agent) shall notify the Company of any conversion pursuant to this Article 13 on the Conversion Date for such conversion. No Notice
of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental
Change repurchase notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change repurchase
notice in accordance with Section 15.03.


 


If
more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation (including any
Applicable Premium) with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof to the extent permitted thereby) so surrendered.


 


(c)          A Note shall be deemed to have been converted immediately prior to the close of business
on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b)
above. Except as set forth in Section 13.03(b) and Section 13.07(a), the Company shall pay or deliver, as the case may be, the
consideration due in respect of the Conversion Obligation (including any Applicable Premium) on the third Business Day immediately
following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following
the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are
due to converting Holders or in respect of any Applicable Premium, the Company shall issue or cause to be issued, and deliver
to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through
the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s
Conversion Obligation.


 


(d)          In
case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver
to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting
Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar
issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result
of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old
Notes surrendered for such conversion.



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(e)           If a Holder submits a Note for conversion or is entitled to receive any shares of Common
Stock in respect of any Applicable Premium, the Company shall pay any documentary, stamp or similar issue or transfer tax due
on the issue of any shares of Common Stock upon conversion or in respect of such Applicable Premium, unless the tax is due because
the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay
that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in
a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder
in accordance with the immediately preceding sentence.


 


(f)            Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion
of any Note as provided in this Article 13.


 


(g)           Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make
a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee
in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.


 


(h)           Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth
below and other than any Applicable Premium, if applicable. The Company’s settlement of the full Conversion Obligation shall
be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to,
but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the
relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion
of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out
of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a
Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount
of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered
for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately
following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted;
provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding
the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the
Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Make-Whole Fundamental
Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding
Interest Payment Date; or (4) to the extent of any defaulted amounts, if any defaulted amounts exists at the time of conversion
with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately
preceding the Maturity Date or any Redemption Date shall receive the full interest payment due on the Maturity Date or such Redemption
Date, as applicable, regardless of whether their Notes have been converted following such Regular Record Date.


 


(i)            The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record
as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation
by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related
Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer
be a Holder of such Notes surrendered for conversion.


 


(j)            The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu
of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion
Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period
(in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement,
the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement
Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.


 


		Section
                              13.03	Increased
Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change.



 


(a)           If
the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the
Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional
Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with”
such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including,
the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related
Make-Whole Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental
Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective
Date of such Make-Whole Fundamental Change).



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(b)          Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy
the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section
13.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table set forth in Section 13.03(e)
below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition
of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any
conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated
based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of
converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price.
In such event, the Conversion Obligation shall be paid to Holders in cash on the third Business Day following the Conversion Date.
The Company shall notify the Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective
Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business
Days after such Effective Date.


 


(c)          The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the
table set forth in Section 13.03(e) below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective
(the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the
Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock
only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price
shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the
Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date
of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good
faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment
to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 13.04) or expiration date of
the event occurs during such five consecutive Trading Day period.


 


(d)          The Stock Prices set forth in the column headings of the table set forth in Section 13.03(e) below shall be adjusted as of any
date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately
prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted.
The number of Additional Shares set forth in the table set forth in Section 13.03(e) below shall be adjusted in the same manner
and at the same time as the Conversion Rate as set forth in Section 13.04.


 


(e)          The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased
per $1,000 principal amount of Notes pursuant to this Section 13.03 for each Stock Price and Effective Date set forth below:


 


	Effective
    Date	 	 	$2.57	 	 	 	$3.00	 	 	 	$3.50	 	 	 	$5.00	 	 	 	$7.50	 	 	 	$10.00	 	 	 	$20.00	 	 	 	$30.00	 
	Issue
    Date	 	 	55.7743	 	 	 	39.4400	 	 	 	32.9743	 	 	 	22.2040	 	 	 	13.8307	 	 	 	9.6450	 	 	 	3.3645	 	 	 	1.2740	 
	One
    Year Anniversary of Issue Date	 	 	55.7743	 	 	 	18.7033	 	 	 	14.7971	 	 	 	9.9820	 	 	 	6.2373	 	 	 	4.3650	 	 	 	1.5575	 	 	 	0.6213	 
	11⁄2
    Anniversary of Issue Date	 	 	55.7743	 	 	 	7.8122	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 


 


The
exact Stock Prices and Effective Dates may not be set forth in the table above, in which case:


 


(i)            if
the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in such table,
the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set
forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year;



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(ii)           if the Stock Price is greater than $30.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 


(iii)          if the Stock Price is less than $2.57 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding
the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 55.7743 shares of Common Stock,
subject to adjustment in the same manner as the Conversion Rate pursuant to Section 13.04.


 


(f)           Nothing in this Section 13.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 13.04 in respect of a Make-Whole
Fundamental Change


 


Section
13.04        Adjustment of Conversion Rate.


 


The
Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company
shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share
split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common
Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 13.04, without having
to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by
the principal amount (expressed in thousands) of Notes held by such Holder.


 


(a)          If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the
Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:


 





 


 where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution,
    or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
	CR’	=	the
    Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or effective date;
	OS0	=	the
    number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or effective
    date; and
	OS’	=	the
    number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or
    share combination.


 


(b)          Any adjustment made under this Section 13.04(a) shall become effective immediately after the open of business on the Ex-Dividend
Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or
share combination, as applicable. If any dividend or distribution of the type described in this Section 13.04(a) is declared but
not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a
committee thereof determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.



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(c)          If,
other than with respect to the Rights Offering, if any, the Company issues to all or substantially all holders of the Common Stock
any rights, options or warrants entitling them, for a period of not more than 60 calendar days after the announcement date of
such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the
Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading
Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following
formula:


 





 


where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
	CR’	=	the
    Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	OS0	=	the
    number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	X	=	the
    total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	Y	=	the
    number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided
    by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending
    on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options
    or warrants.


 


Any
increase made under this Section 13.04(b) shall be made successively whenever any such rights, options or warrants are issued
and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that
shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall
be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights,
options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such
rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be
in effect if such Ex-Dividend Date for such issuance had not occurred.


 


For
purposes of this Section 13.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for
or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the
10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for
such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors or a committee thereof.


 


(d)           If, other than with respect to the Rights Offering, if any, the Company distributes shares of its Capital Stock, evidences of
its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other
securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to
which an adjustment was effected pursuant to Section 13.04(a) or Section 13.04(b), (ii) dividends or distributions paid exclusively
in cash as to which the provisions set forth in Section 13.04(d) shall apply, and (iii) Spin-Offs as to which the provisions set
forth below in this Section 13.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets
or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”),
then the Conversion Rate shall be increased based on the following formula:


 





 


 where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	CR’	=	the
    Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	SP0	=	the
    average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,
    the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	FMV	=	the
    fair market value (as determined by the Board of Directors or a committee thereof) of the Distributed Property with respect
    to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.


 


Any
increase made under the portion of this Section 13.04(c) above shall become effective immediately after the open of business on
the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased
to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing,
if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of
the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time
and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property
such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect
on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of
any distribution for purposes of this Section 13.04(c) by reference to the actual or when-issued trading market for any securities,
it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of
the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
Ex-Dividend Date for such distribution.



    85


     


    



With
respect to an adjustment pursuant to this Section 13.04(c) where there has been a payment of a dividend or other distribution
on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary
or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities
exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the end of the Valuation Period;
	CR’	=	the
    Conversion Rate in effect immediately after the end of the Valuation Period;
	FMV0	=	the
    average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common
    Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as
    set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest)
    over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation
    Period”); and
	MP0	=	the
    average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.


 


The
increase to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided
that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date
occurs during the Valuation Period, references in the portion of this Section 13.04(c) related to Spin-Offs to a “10 consecutive
Trading Day period” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend
Date of such Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes
for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation
Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall
be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and
such Trading Day in determining the Conversion Rate as of such Trading Day. If the Ex-Dividend Date of the Spin-Off is after the
10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes,
references to “10” or “10th” in the preceding paragraph and in this paragraph shall be deemed to be replaced,
solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the
Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Observation Period.


 


For
purposes of this Section 13.04(c) (and subject in all respects to Section 13.11), rights, options or warrants distributed by the
Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock,
including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence
of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed
not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section
13.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall
be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under
this Section 13.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed
prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become
exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any
and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or
warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such
date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of
rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence)
with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion
Rate under this Section 13.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed
or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be
readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted
to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution,
equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights,
options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock
as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired
or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options
and warrants had not been issued.



    86


     


    




For
purposes of Section 13.04(a), Section 13.04(b) and this Section 13.04(c), if any dividend or distribution to which this Section
13.04(c) is applicable also includes one or both of:


 


(A)          a dividend or distribution of shares of Common Stock to which Section 13.04(a) is applicable (the “Clause A Distribution”);
or


 


(B)           a dividend or distribution of rights, options or warrants to which Section 13.04(b) is applicable (the “Clause B Distribution”),


 


then,
in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be
deemed to be a dividend or distribution to which this Section 13.04(c) is applicable (the “Clause C Distribution”)
and any Conversion Rate adjustment required by this Section 13.04(c) with respect to such Clause C Distribution shall then be
made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution
and any Conversion Rate adjustment required by Section 13.04(a) and Section 13.04(b) with respect thereto shall then be made,
except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B
Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included
in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open
of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 13.04(a) or “outstanding immediately
prior to the open of business on such Ex-Dividend Date” within the meaning of Section 13.04(b).


 


(e)           If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall
be increased based on the following formula:


 





 


where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	CR’	=	the
    Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	SP0	=	the
    Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend
    or distribution; and
	C	=	the
    amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.


 


Any
increase pursuant to this Section 13.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date
for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective
as of the date the Board of Directors or a committee thereof determines not to make or pay such dividend or distribution, to be
the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing,
if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of
the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon
the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.



    87


     


    



(f)            If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock, to the
extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average
of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,
the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer,
the Conversion Rate shall be increased based on the following formula:


 





 


 where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including,
    the Trading Day next succeeding the date such tender or exchange offer expires;
	CR’	=	the
    Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including,
    the Trading Day next succeeding the date such tender or exchange offer expires;
	AC	=	the
    aggregate value of all cash and any other consideration (as determined by the Board of Directors or a committee thereof) paid
    or payable for shares of Common Stock purchased in such tender or exchange offer;
	OS0	=	the
    number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to
    giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	OS’	=	the
    number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving
    effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
    and
	SP’	=	the
    average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and
    including, the Trading Day next succeeding the date such tender or exchange offer expires.


 


The
increase to the Conversion Rate under this Section 13.04(e) shall occur at the close of business on the 10th Trading Day immediately
following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that
(x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs
during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender
or exchange offer, references in this Section 13.04(e) with respect to “10” or “10th” shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and
the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement
or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion
and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the date such tender or exchange
offer expires, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the date such tender or exchange offer expires and such
Trading Day in determining the Conversion Rate as of such Trading Day. In addition, if the Trading Day next succeeding the date
such tender or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation
Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph and
this paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading
Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and
including, the last Trading Day of such Observation Period.


 


(g)           Notwithstanding
this Section 13.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on
any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related
Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described
under Section 13.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate
adjustment provisions in this Section 13.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made
for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common
Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.



    88


     


    



(h)          Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any
securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock
or such convertible or exchangeable securities.


 


(i)           In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 13.04, and to the extent permitted
by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then
listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days
if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent
permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities
are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock
(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of
the preceding two sentences, the Company shall deliver to the Holder of each Note at its last address appearing on the Note Register
a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall
state the increased Conversion Rate and the period during which it will be in effect.


 


(j)           Notwithstanding anything to the contrary in this Article 13, the Conversion Rate shall not be adjusted:


 


(i)            upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends
or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock
under any plan;


 


(ii)           upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future
employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries;


 


(iii)          upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;


 


(iv)          solely for a change in the par value of the Common Stock;


 


(v)           for the Rights Offering, if any; or


 


(vi)          for accrued and unpaid interest, if any.


 


(k)          All calculations and other determinations under this Article 13 shall be made by the Company and shall be made to the nearest
one-ten thousandth (1/10,000th) of a share.


 


(l)           Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion
Agent if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery
of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion
Rate to each Holder at its last address appearing on the Note Register. Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.


 


(m)         For purposes of this Section 13.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common
Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.


 


Section
13.05        Adjustment of Prices.


 


Whenever
any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion
Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining
the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall make appropriate adjustments to
each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the
Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs, at any
time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement
Amounts are to be calculated.



    89


     


    



Section
13.06        Shares to Be Fully Paid.


 


The
Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient
shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming
delivery of the maximum number of Additional Shares pursuant to Section 13.03 and that at the time of computation of such number
of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).


 


Section
13.07        Effect of Recapitalizations, Reclassifications,
and Changes of the Common Stock.


 


(a)          In the case of:


 


(i)            any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination),


 


(ii)           any consolidation, merger or combination involving the Company,


 


(iii)          any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries
substantially as an entirety or


 


(iv)          any statutory share exchange,


 


in
each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property
or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective
time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert
such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including
cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately
prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit
of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled
to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or
purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture providing for such change in the
right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time
of the Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered,
as the case may be, upon conversion of Notes in accordance with Section 13.02 and (B) (I) any amount payable in cash upon conversion
of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company
would have been required to deliver upon conversion of the Notes in accordance with Section 13.02 (including, if applicable, any
shares of Common Stock deliverable in connection with any Applicable Premium) or in connection with any delivery of shares of
Common Stock in respect of any Applicable Premium deliverable upon a conversion price redemption shall instead be deliverable
in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to
receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property.


 


If
the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type
of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which
the Notes will be convertible shall be deemed to be (x) the weighted average of the types and amounts of consideration received
by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make
such an election, the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of
Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause
(i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Merger Event, then
for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration
due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in
effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the
price paid per share of Common Stock in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying
cash to converting Holders on the third Business Day immediately following the relevant Conversion Date. The Company shall notify
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after
such determination is made.



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Such
supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments
that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 13. If, in the case of any Merger
Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination
thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental
indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of
the Holders of the Notes, including the right of Holders to require the Company to repurchase their Notes upon a Change of Control
as described in Section 4.14, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company
will not become a party to any Merger Event unless its terms are consistent with the foregoing.


 


(b)           When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 13.07, the Company shall promptly
file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities
or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with
respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders.
The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder, at its address
appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.


 


(c)           The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 13.07. None of the
foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination
of cash and shares of Common Stock, as applicable, as set forth in Section 13.01 and Section 13.02 prior to the effective date
of such Merger Event.


 


(d)           The above provisions of this Section shall similarly apply to successive Merger Events.


 


Section
13.08        Certain Covenants.


 


(a)           The Company covenants that all shares of Common Stock issued upon conversion of Notes or in respect of any Applicable Premium
will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.


 


(b)           The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder or in
respect of any Applicable Premium require registration with or approval of any governmental authority under any federal or state
law before such shares of Common Stock may be validly issued upon conversion or in respect of any Applicable Premium, the Company
will, to the extent then permitted by the rules and interpretations of the SEC, secure such registration or approval, as the case
may be.


 


(c)           The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated
quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated
quotation system, any Common Stock issuable upon conversion of the Notes or in respect of any Applicable Premium.


 


Section
13.09        Responsibility of Trustee.


 


The
Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion
Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion
Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any Conversion Agent shall
not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities,
property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion
Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor
any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property
(including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or
to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent
investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying
upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of
any such supplemental indenture in addition to any other deliverables required hereunder in connection with the execution of such
supplemental indenture) with respect thereto.



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Section
13.10        Notice to Holders Prior to Certain Actions.


 


In
case of any:


 


(a)           action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 13.04
or Section 13.11;


 


(b)           Merger Event; or


 


(c)           voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries;


 


then,
in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company
shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder
at its address appearing on the Note Register, as promptly as possible but in any event at least 20 days prior to the applicable
date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the
Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record
are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such
Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property
deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution,
liquidation or winding-up.


 


Section
13.11        Stockholder Rights Plans.


 


If
the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon
such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common
Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder
rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated
from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate
shall be adjusted at the time of separation as if the Company distributed the Distributed Property to all or substantially all
holders of the Common Stock, as provided in Section 13.04(c), subject to readjustment in the event of the expiration, termination
or redemption of such rights.


 


Section
13.12        [Intentionally Omitted.]


 


Section
13.13        Company Conversion.


 


(a)           On or after the day that is the eighteen (18) month anniversary of the Issue Date, the Company may require the conversion of all
or part of the Notes, at its option, if the Company’s Common Stock, as determined by the Company, has a twenty-day volume
weighted average price (“VWAP”) of at least 175% of the conversion price then in effect ending on, and including,
the trading day immediately preceding the date on which the Company provides Notice of Conversion (an “Optional Conversion”).
If the Company undergoes an Optional Conversion prior to the third anniversary of the Issue Date, holders of the Notes will be
entitled to a make-whole premium payment in cash equal to the Applicable Premium amount.


 


(b)           In the case of any Optional Conversion, the Company will provide note less than 45 nor more than 50 scheduled trading days’
notice before the Conversion Date to the Trustee, the Paying Agent, and each holder of Notes. The conversion price will be equal
to 100% of the principal amount of the Notes to be converted, plus any accrued and unpaid interest to, but excluding, the Redemption
Date (unless the Redemption Date falls after a regular record date but on or prior to the immediately succeeding Interest Payment
Date, in which case the Company shall pay the full amount of accrued and unpaid interest to the holder of record as of the close
of business on such regular record date, and the redemption price will be equal to 100% of the principal amount of the Notes to
be redeemed). The Redemption Date must be on a Business Day and may not fall after the Maturity Date.


 


(c)           If pursuant to an Optional Conversion the Company elects to convert fewer than all of the outstanding Notes, the Trustee shall
select the Notes to be converted (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or another
method the Trustee considers to be fair and appropriate, in each case, with respect to Global Notes, in accordance and subject
to applicable DTC procedures or requirements.



    92


     


    



Article
14

MISCELLANEOUS


 


Section
14.01        Trust Indenture Act Controls.


 


This
Indenture is subject to, and shall be governed by, the provisions of the TIA that are required to be part of and to govern indentures
qualified under the TIA. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §
318(c), the imposed duties will control.


 


Section
14.02        Notices.


 


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


 


	If
    to the Company and/or any Guarantor:
	ION
    Geophysical Corporation
	2105
    CityWest Boulevard, Suite 100
	Houston,
    Texas 77042
	Facsimile:
    	(281)
    879-3600
	Attention:
    	General
    Counsel
	 	 
	With
a copy to:

	Winston
    & Strawn LLP
	800
    Capitol Street, Suite 2400
	Houston,
    Texas 77007
	Counsel
    for the Company and the Guarantors
	Facsimile:
    	(713)
    651-2700
	Attention:
    	J.
    Eric Johnson
	 	 
	If
to the Trustee:

	UMB
    Bank, National Association
	120
S. 6th Street, Suite 1400

        Minneapolis,
MN 55402

	Attention:	Corporate
    Trust - ION Geophysical Corporation
	 	 
	If
to the Collateral Agent:

	UMB
    Bank, National Association, as Collateral Agent
	120
S. 6th Street, Suite 1400

        Minneapolis,
MN 55402 

	Attention:
    	Corporate
    Trust - ION Geophysical Corporation


 


The
Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses
for subsequent notices or communications.


 


All
notices and communications (other than those sent to Holders) 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 electronic image scan or facsimile; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


 


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. Any notice
or communication will also be so given to any Person described in TIA §313(c), to the extent required by the TIA. Failure
to send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.



    93


     


    



If
a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If
the Company sends a notice or communication to Holders, it will send a copy to the Trustee and each Agent at the same time.


 


Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any Note provides any notice (including any notice
of redemption or offer to purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to the Depositary for such Note (or its designee), pursuant to the Applicable Procedures of such Depositary.


 


Section
14.03        Communication by Holders of Notes with Other
Holders of Notes.


 


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


 


Section
14.04        Certificate and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Company to the Trustee or the Collateral Agent, as applicable, to take any action under this
Indenture or any other Note Document, the Company shall furnish to the Trustee or the Collateral Agent, as applicable:


 


(i)            an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable
(which must include the statements set forth in Section 14.05 hereof), stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture or any other Note Document relating to the proposed action have
been satisfied; and


 


(ii)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which
must include the statements set forth in Section 14.05 hereof), stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


 


Section
14.05        Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA §314(a)(4)) or Security Document must comply with the provisions of TIA §314(e) and must include:


 


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


 


(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(iii)          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


 


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


 


Section
14.06        Rules by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.


 


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


 


No
director, officer, employee, incorporator or other owner of Capital Stock of the Company or any Guarantor, as such, will have
any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Note
Documents 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.



    94


     


    



Section
14.08        Governing Law.


 


THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES 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
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal court sitting in the
Borough of Manhattan in the City of New York in any proceeding arising out of or relating to this Indenture, the Note and the
Note Guarantees and the parties hereby irrevocably agree that all claims in respect of any such proceeding may be heard and determined
in any such New York State or federal court. The parties hereby irrevocably waive, to the fullest extent that they may legally
do so, the defense of an inconvenient forum to the maintenance of such proceeding. The parties irrevocably consent to the service
of process in any proceeding by the mailing or delivery of copies of such process as set forth in Section 14.02 hereof. The parties
agree that a final non-appealable judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


 


EACH
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT THAT IT MAY HAVE TO A TRIAL
BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE AND
THE NOTE GUARANTEES AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Notwithstanding
provisions set forth in this Indenture, the Notes, the Note Guarantee or the transactions contemplated hereby or thereby, with
respect to any legal suit, action or proceeding out of, related to, or in connection with this Supplemental Indenture, the Notes,
the Notes Guarantee and/or the transactions contemplated hereby, and any action arising under any New York State or Federal court
sitting in the Borough of Manhattan in the City of New York, in each case, involving the GX Geoscience, each of the parties hereto
(a) expressly, irrevocably and unconditionally agrees to submit for itself and its property, to the jurisdiction of any New York
State or Federal court sitting in the Borough of Manhattan in the City of New York, and agrees that all claims in respect of such
suit, action or proceeding may be determined in any such court, (b) waives any other jurisdiction to which it may be entitled
by reason of its present or future domicile or otherwise, and (c) waives any objection to the courts described in the foregoing
clause (a) on the ground of venue or forum non conveniens.


 


GX
Geoscience shall appoint within 60 days following the execution of this Indenture a process agent (the “Process Agent”),
as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of GX Geoscience and its property
and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action
or proceeding brought in the State of New York, and GX Geoscience agrees that the failure of the Process Agent to give any notice
of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by applicable
law, the enforcement of any judgment based thereon. GX Geoscience shall deliver to the Collateral Agent, within 65 days following
the execution of this Indenture, (i) a letter indicating the Process Agent’s consent to its appointment as agent for service of
process by GX Geoscience, and (ii) a certified copy of the public deed that contains a special irrevocable power of attorney for
lawsuits and collections (poder para pleitos y cobranzas) in terms of the first and fourth paragraphs of Article 2554 of
the Mexican Federal Civil Code (Código Civil Federal) and the corresponding provisions of the Civil Codes applicable
in the States of Mexico (or any successor provisions) and in Mexico City (previously Federal District) in the presence of a Mexican
notary public in favor of the Process Agent, in form and substance reasonably satisfactory to the Collateral Agent. Such appointment
shall be irrevocable as long as the Secured Obligations remain outstanding, except that if for any reason the Process Agent appointed
hereby ceases to act as such, GX Geoscience will, by an instrument reasonably satisfactory to the Collateral Agent, appoint another
Person in the State of New York, as such Process Agent subject to the approval of the Collateral Agent.


 


Section
14.09        No Adverse Interpretation of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section
14.10        Successors.


 


All
agreements of the Company 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 in this Indenture will bind its successors, except as otherwise provided
in Section 11.05 hereof.



    95


     


    



Section
14.11        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.


 


Section
14.12        Counterpart Originals.


 


The
parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies
of this Indenture and of signature pages by electronic or PDF transmission shall constitute effective execution and delivery of
this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by electronic or PDF shall be deemed to be their original signatures for all purposes.


 


Section
14.13        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.


 


[Signatures
on following page] 




    96


     


    

IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and delivered as of the day and year first
above written.


 


	 	ION
                    GEOPHYSICAL CORPORATION

         
	 	 	 
	 	By:

         	 /s/ Michael Morrison
	 	Name:	Michael
    Morrison
	 	Title:	EVP
    & CFO
	 	 	 
	 	GX
                    TECHOLOGY CORPORATION

         
	 	 	 
	 	By:

         	 /s/ Michael Morrison
	 	Name:	Michael
    Morrison
	 	Title:	EVP
    & CFO
	 	 	 
	 	ION
                    EXPLORATION PRODUCTS (U.S.A.), INC.

         
	 	 	 
	 	By:

         	 /s/ Michael Morrison
	 	Name:	Michael
    Morrison
	 	Title:	Vice
    President
	 	 	 
	 	I/O
                    MARINE SYSTEMS, INC.

         
	 	 	 
	 	By:

         	 /s/ Michael Morrison
	 	Name:	Michael
    Morrison
	 	Title:	Vice
    President
	 	 	 
	 	GX
                    GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.

         
	 	 	 
	 	By:

         	 /s/ Michael Morrison 
	 	Name:	Michael
    Morrison
	 	Title:	Vice
    President and Attorney-in-Fact




     


     


    

	 	UMB
    BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
	 	 
	 	By:	/s/ Jacob H. Smith IV    
	 	Name:	Jacob H. Smith IV
	 	Title:	Vice President




     


     


    


EXHIBIT
A


 


[Face
of Note]


 


	 	CUSIP:	 
	 	CINS:	 


 


8.00%
Senior Secured Second Priority Notes due 2025


 


	No.	 	$	 


 


ION
GEOPHYSICAL CORPORATION


 


promises
to pay to ________ or registered assigns,


 


the
principal sum of ________________________________ DOLLARS on December 15, 2025.


 


Interest
Payment Dates: June 15 and December 15, commencing June 15, 2021.


 


Record
Dates: June 1 and December 1






     A-1


     


    



	 	ION
    GEOPHYSICAL CORPORATION
	 	 
	 	By:	 
	 	Name:	Michael
    Morrison
	 	Title:	Executive
    Vice President and Chief Financial Officer


 


Dated:
April 20, 2021


 


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


 


UMB
Bank, National Association


 


	By:	 	 
	 	Authorized
    Signatory	 






     A-2


     


    



[Back
of Note]


 


8.00%
Senior Secured Second Priority Notes due 2025


 


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


 


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


 


(i)            INTEREST. ION Geophysical Corporation, a Delaware corporation (the “Company”), promises to pay or cause
to be paid interest on the principal amount of this Note at 8.00% per annum from April 20, 2021 until maturity. The Company will
pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that,
if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment
Date shall be June 15, 2021. The Company will pay interest (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
interest (without regard to any applicable grace period), at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months.


 


(ii)           METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the June 1 and December 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest 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 Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and
interest on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company
or the Paying Agent. Such payment 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.


 


(iii)          PAYING AGENT AND REGISTRAR. Initially, UMB Bank, National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(iv)          INDENTURE AND SECURITY DOCUMENTS. The Company has issued the Notes under an Indenture dated as of April 20, 2021 (the “Indenture”)
among the Company, the Guarantors and the Trustee and the Collateral Agent. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA 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 secured obligations
of the Company. The Notes are secured by a second priority Lien in and on all the Collateral pursuant to the Security Documents
referred to in the Indenture.


 


(v)           OPTIONAL REDEMPTION.


 


(A)         At any time prior to December 15, 2023, the Company may on any one or more occasions redeem all or a part of the aggregate principal
amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal
to 100.000% of the principal amount of the Notes redeemed, plus (1) the excess of (a) the present value of the Notes to be redeemed
at such Redemption Date of (i) the redemption price of the Notes to be redeemed at December 15, 2023 plus (ii) all required interest
payments due on the Notes to be redeemed through December 15, 2023 (excluded accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such Redemption Date plus 50 basis
points over (b) the principal amount of the Notes (the “Applicable Premium”) and (2) accrued and unpaid interest to
the Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant
Interest Payment Date).





     A-3


     


    



(B)          At any time on or after to December 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ notice, 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 applicable Redemption Date, subject
to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.


 


(C)          Unless the Company 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.


 


(vi)          MANDATORY REDEMPTION. Except as set forth below under Sections 4.10 and 4.14 of the Indenture, the Company is not required
to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(vii)         CONVERSION RIGHTS.


 


(A)         Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, at any time prior to the close of
business on the Business Day immediately preceding the Maturity Date, to convert any Notes or any portion thereof that is $1,000
or an integral multiple thereof, into cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as applicable,
at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


(viii)        REPURCHASE AT THE OPTION OF HOLDER.


 


(A)         Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) (calculated
after giving effect to any issuance of Additional Notes) of that Holder’s Notes at a purchase price in cash equal to 101%
of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date
of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest
Payment Date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company
will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.


 


(B)          If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the
aggregate amount of Excess Proceeds exceeds $1.0 million, the Company may (and when Excess Proceeds exceeds $10.0 million, the
Company shall), to the extent permitted by the Intercreditor Agreement and the Credit Agreement, each as in effect on the Issue
Date, make an Asset Sale Offer to all Holders of Notes and all holders of Second Lien Debt containing provisions similar to those
set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase,
prepay or redeem the maximum principal amount of Notes and such other Second Lien Debt (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 the date of purchase, prepayment or redemption, subject to the rights of Holders
of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Sale Offer (or expiration of the offer if no Holder accepts), the
Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount
of Notes and other Second Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Company will select the Notes and such other Second Lien Debt to be purchased on a
pro rata basis (except that any Notes represented by a note in global form will be selected by such method as DTC or its
nominee or successor may require), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments
as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or an integral multiple of $1,000 in
excess thereof, will be purchased). Upon completion of each Asset Sale Offer (or expiration of the offer if no Holder accepts),
the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive
an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” attached to the Notes.





     A-4


     


    



(ix)           NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a Redemption Date, the Company will mail or cause
to be mailed, by first class mail, 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 60 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 12 thereof. Notes and
portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000 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. Notice of any redemption, including, without limitation, upon an Equity Offering, may, at the Company’s discretion,
be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.


 


(x)            DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in minimum denominations of $1,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion
of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest
Payment Date.


 


(xi)           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.


 


(xii)          AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees or any other
Note Documents 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, if any, voting as a single class, and any existing Default or Event
of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting
as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes, the Note Guarantees or any other Note
Documents may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations
to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to 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 comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, the Note Guarantees or the
Security Documents to any provision of the “Description of the New Notes” section of the Offer to Exchange, relating
to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended
to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, which intent
shall be evidenced by an Officers’ Certificate to that effect, to enter into additional or supplemental security documents,
to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or
any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, 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. In determining whether the Holders
of the required principal amount of Notes have concurred in any direction, wavier, or consent, Notes owned by the Company or any
Guarantor, or any of their respective Subsidiaries, 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 receives an Officers’ Certificate from the Company that such Notes are so owned will be so disregarded.


 


(xiii)         DEFAULTS AND REMEDIES. Events of Default include: (a) default for 30 days in the payment when due of interest on the Notes;
(b) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the
Notes, (c) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09,
4.10, 4.14, or 5.01 of the Indenture; (d) (1) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting
as a single class to comply with any of the other agreements in the Indenture or the Security Documents, or (2) failure by the
Company for 180 days after notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then
outstanding to comply with the provisions of Section 4.03 of the Indenture; (e) default under certain other agreements relating
to Indebtedness of the Company which default is a Payment Default or results in the acceleration of such Indebtedness prior to
its express maturity; (f) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court
or courts of competent jurisdiction aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable
and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed,
for a period of 60 days; (g) subject to certain exceptions and except as permitted by the Indenture, if any security document
ceases for any reason to be fully enforceable, certain security interests created by any security documents cease to be in full
force and effect, or the repudiation by the Company or any other Guarantor of any of their obligations under any security documents;
(h) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid
or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Note Guarantee; and (i) certain events of bankruptcy (quiebra) or insolvency (concurso
mercantil) with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default
arising from certain events of bankruptcy (quiebra) or insolvency (concurso mercantil) with respect to the Company,
any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company
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 may declare all the Notes to be due and payable immediately. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the 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. The Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating
to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all
the Holders of 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
on, the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually
a statement regarding compliance with the Indenture, and the Company 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.





     A-5


     


    



(xiv)         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 Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not the Trustee.


 


(xv)          NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or other owner of Capital Stock of the Company
or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture,
the Note Guarantees, the Note Documents 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.


 


(xvi)         AUTHENTICATION. This Note will not be valid until authenticated by the electronic manual signature of the Trustee or an
authenticating agent.


 


(xvii)        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).


 


(xviii)       CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP numbers to be printed on the Notes, and 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.





     A-6


     


    



(xix)         GOVERNING LAW. THE INTERNAL LAW 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.


 


(xx)          The parties hereto and each Holder hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal
court sitting in the Borough of Manhattan in the City of New York in any proceeding arising out of or relating to this Indenture,
the Note and the Note Guarantees and the parties and each Holder hereby irrevocably agree that all claims in respect of any such
proceeding may be heard and determined in any such New York State or federal court. The parties and each Holder hereby irrevocably
waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such proceeding.
The parties and each Holder irrevocably consent to the service of process in any proceeding by the mailing or delivery of copies
of such process as set forth in Section 14.02 hereof. The parties and each Holder agree that a final non- appealable judgment
in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.


 


(xxi)         EACH PARTY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT THAT
IT MAY HAVE TO A TRIAL BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTE AND THE NOTE GUARANTEES AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


ION
Geophysical Corporation


2105
CityWest Boulevard, Suite 100


Houston,
Texas 77042


Facsimile:
(281) 879-3600


Attention:
General Counsel




     A-7


     


    



Assignment
Form


 


To
assign this Note, fill in the form below:


 


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


 


	 	 
	(insert
    assignee’s soc. Sec. or Tax I.D. no.)	 


 


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


 


	and
    irrevocably appoint	 
	to
    transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


	Date:	 	 	 
	 	 	 	Your
    Signature:	 
	 	 	 	(Sign
    exactly as your name appears on the face of this Note)


 


	Signature
    Guarantee*:	 	 


 


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


 


Option
of Holder to Elect Purchase


 


If
you want to elect to have this Note purchased by the Company pursuant to Section 4.10, or 4.14 of the Indenture, check the appropriate
box below:


 


	 	Section
    4.10	 	Section
    4.14	 


 


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


 


	 	$	 	 


 


	Date:	 	 	 
	 	 	 	Your
    Signature:	 
	 	 	 	(Sign
    exactly as your name appears on the face of this Note)
	 	 	 	Tax
    Identification No.:	 






     A-8


     


    



	Signature
    

Guarantee*:	 	 


 


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


 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *


 


The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of 
decrease in 
Principal 
Amount of this 
Global Note	 	Amount of 
increase in 
Principal 
Amount of this 
Global Note	 	Principal 
Amount of this 
Global Note 
following such 
decrease (or 
increase)	 	Signature of 
authorized 
officer of 
Trustee or 
Custodian







     A-9


     


    

exhibit
b


 


FORM
OF CERTIFICATE OF TRANSFER


 


ION
Geophysical Corporation


2105
CityWest Boulevard, Suite 100


Houston,
Texas 77042


Facsimile:
(281) 879-3600


Attention:
General Counsel


 


UMB
Bank, National Association, as Trustee and Registrar


120
S. 6th Street, Suite 1400


Minneapolis,
MN 55402


Attention:
Corporate Trust – ION Geophysical


 


Re:
8.00% Senior Secured Priority Notes Due 2025


 


Reference
is hereby made to the Indenture, dated as of April 20, 2021 (the “Indenture”), among ION Geophysical Corporation,
as issuer (the “Company”), the Guarantors party thereto, UMB Bank, National Association, as trustee and collateral
agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


[Insert
Name of Transferor], (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
[Insert Name of Transferee] (the “Transferee”), as further specified in Annex A hereto.


 


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


 


	 	[Insert
    Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Dated:	 	 






    B-1


     


    



Annex
A to Certificate of Transfer


 


	1.	The
    Transferor owns and proposes to transfer the following:
	
	2.	After
    the Transfer the Transferee will hold:
	
	 	in
    accordance with the terms of the Indenture.






    B-2


     


    

EXHIBIT
C


 


FORM
OF CERTIFICATE OF EXCHANGE


 


ION
Geophysical Corporation


2105
CityWest Boulevard, Suite 100


Houston,
Texas 77042


Facsimile:
(281) 879-3600


Attention:
General Counsel


 


UMB
Bank, National Association, as Trustee and Registrar


120
S. 6th Street, Suite 1400


Minneapolis,
MN 55402


Attention:
Corporate Trust – ION Geophysical


 


Re:
8.00% Senior Secured Second Priority Notes Due 2025


 


Reference
is hereby made to the Indenture, dated as of April 20, 2021 (the “Indenture”), among ION Geophysical Corporation,
as issuer (the “Company”), the Guarantors party thereto, UMB Bank, National Association, as trustee and collateral
agent. 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”).


 


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


 


	 	[Insert
    Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Dated:	 	 






    C-1


     


    

EXHIBIT
D


 


[FORM
OF NOTATION OF GUARANTEE]


 


For
value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 20, 2021
(the “Indenture”) among ION Geophysical Corporation (the “Company”), the Guarantors party
thereto, UMB Bank, National Association, as Collateral Agent and trustee (the “Trustee”), (a) the due and punctual
payment of the principal of, premium on, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest on, the Notes,
if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee
all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the 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. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of
the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee, including without limitation,
each and all of the waivers made under such Article 11.


 


Capitalized
terms used but not defined herein have the meanings given to them in the Indenture.


 


[Signature
Page Follows]






    D-1


     


    



	 	GX
    TECHNOLOGY CORPORATION
	 	 
	 	By:	 
	 	Name:	Michael
    Morrison
	 	Title:	EVP
    & CFO
	 	 
	 	I/O
    MARINE SYSTEMS, INC.
	 	 
	 	By:	 
	 	Name:	Michael
    Morrison
	 	Title:	Vice
    President
	 	 
	 	ION
    EXPLORATION PRODUCTS (U.S.A.) INC.
	 	 
	 	By:	 
	 	Name:	Michael
    Morrison
	 	Title:
    	Vice
    President
	 	 
	 	GX
    GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.
	 	 
	 	By:	 
	 	Name:	Michael
    Morrison
	 	Title:	Vice
    President and Attorney-in-Fact






    D-2


     


    

EXHIBIT
E


 


[FORM
OF SUPPLEMENTAL INDENTURE


TO
BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of ___________, is among _____________ (the “Guaranteeing
Subsidiary”), a subsidiary of ION Geophysical Corporation (or its permitted successor), a Delaware corporation (the
 “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein), UMB Bank, National
Association, as trustee under the Indenture referred to below (the “Trustee”), and UMB Bank, National Association,
as collateral agent.


 


W
I T N E S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
April 20, 2021 providing for the issuance of 8.00% Senior Secured Second Priority Notes due 2025 (the “Notes”);


 


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


 


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


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the 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.       AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide 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 11 thereof.


 


3.       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or other owner of Capital Stock of the Company or any Guarantor,
as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note
Guarantees, the Note Documents 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 INTERNAL LAW 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.


 


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 contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.


 


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.





    E-1


     


    



	 	[GUARANTEEING
    SUBSIDIARY]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[COMPANY]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[EXISTING
    GUARANTORS]


 


	 	By:	 
	 	Name:	 
	 	Title:	 






    E-2


     


    



	 	UMB
        BANK, NATIONAL ASSOCIATION,

        as
        Trustee

	 	 
	 	By:	 
	 	 	Authorized
    Signatory






    E-3


     


    

EXHIBIT
F


 


[FORM
OF INTERCREDITOR AGREEMENT]





    F-1