Exhibit 4.1

    

    

    FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

    

    

    and

    

    

    U.S. BANK NATIONAL ASSOCIATION,

    

    

    as Trustee

    

    

    
      


     

    

    INDENTURE

     

    

    
      


    

    

    Dated as of April 12, 2021

    

    

    5.50% SENIOR NOTES DUE 2028

    

    

    
      
        


    

    
    TABLE OF CONTENTS

    

    

    	 	 	
            Page

          
	 	
            ARTICLE I

          	 
	 	 	 
	 	
            DEFINITIONS AND INCORPORATION BY REFERENCE

          	 
	 	 	 
	
            SECTION 1.01.

          	
            Definitions

          	
            1

          
	
            SECTION 1.02.

          	
            Other Definitions

          	
            32

          
	
            SECTION 1.03.

          	
            Rules of Construction

          	
            33

          
	
            SECTION 1.04.

          	
            Acts of Holders

          	
            34

          
	 	 	 
	 	
            ARTICLE II

          	 
	 	 	 
	 	
            THE NOTES

          	 
	 	 	 
	
            SECTION 2.01.

          	
            Form and Dating; Terms

          	
            35

          
	
            SECTION 2.02.

          	
            Execution and Authentication

          	
            36

          
	
            SECTION 2.03.

          	
            Registrar, Transfer Agent and Paying Agent

          	
            37

          
	
            SECTION 2.04.

          	
            Paying Agent to Hold Money in Trust

          	
            37

          
	
            SECTION 2.05.

          	
            Holder Lists

          	
            37

          
	
            SECTION 2.06.

          	
            Transfer and Exchange

          	
            38

          
	
            SECTION 2.07.

          	
            Replacement Notes

          	
            49

          
	
            SECTION 2.08.

          	
            Outstanding Notes

          	
            49

          
	
            SECTION 2.09.

          	
            Treasury Notes

          	
            50

            

          
	
            SECTION 2.10.

          	
            Temporary Notes

          	
            50

          
	
            SECTION 2.11.

          	
            Cancellation

          	
            50

          
	
            SECTION 2.12.

          	
            Defaulted Interest

          	
            50

          
	
            SECTION 2.13.

          	
            CUSIP/ISIN Numbers

          	
            51

          
	 	 	 
	 	
            ARTICLE III

          	 
	 	 	 
	 	
            REDEMPTION

          	 
	 	 	 
	
            SECTION 3.01.

          	
            Notices to Trustee

          	
            51

          
	
            SECTION 3.02.

          	
            Selection of Notes to Be Redeemed

          	
            51

          
	
            SECTION 3.03.

          	
            Notice of Redemption

          	
            51

          
	
            SECTION 3.04.

          	
            Effect of Notice of Redemption

          	
            53

          
	
            SECTION 3.05.

          	
            Deposit of Redemption Price

          	
            53

          
	
            SECTION 3.06.

          	
            Notes Redeemed in Part

          	
            53

          
	
            SECTION 3.07.

          	
            Optional Redemption

          	
            53

          
	
            SECTION 3.08.

          	
            Mandatory Redemption

          	
            54

          
	
            SECTION 3.09.

          	
            [Reserved]

          	
            54

          
	
            SECTION 3.10.

          	
            Offers to Repurchase by Application of Excess Proceeds

          	
            54

          
	 	 	 
	 	
            ARTICLE IV

          	 
	 	 	 
	 	
            COVENANTS

          	 
	 	 	 
	
            SECTION 4.01.

          	
            Payment of Notes

          	
            56

          


    

    

    
      -i-

      
        


    

    	
            SECTION 4.02.

          	
            Maintenance of Office or Agency

          	
            56

          
	
            SECTION 4.03.

          	
            Reports and Other Information

          	
            57

          
	
            SECTION 4.04.

          	
            Compliance Certificate

          	
            58

          
	
            SECTION 4.05.

          	
            Taxes

          	
            59

          
	
            SECTION 4.06.

          	
            Stay, Extension and Usury Laws

          	
            59

          
	
            SECTION 4.07.

          	
            Limitation on Restricted Payments

          	
            59

          
	
            SECTION 4.08.

          	
            Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

          	
            65

          
	
            SECTION 4.09.

          	
            Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

          	
            67

          
	
            SECTION 4.10.

          	
            Asset Sales

          	
            72

          
	
            SECTION 4.11.

          	
            Transactions with Affiliates

          	
            75

          
	
            SECTION 4.12.

          	
            Liens

          	
            77

          
	
            SECTION 4.13.

          	
            Offer to Repurchase Upon Change of Control

          	
            78

          
	
            SECTION 4.14.

          	
            Limitation on Guarantees and Incurrence of Indebtedness by Restricted Subsidiaries

          	
            80

            

          
	
            SECTION 4.15.

          	
            Suspension of Certain Covenants

          	
            80

          
	 	 	 
	 	
            ARTICLE V

          	 
	 	 	 
	 	
            SUCCESSORS

          	 
	 	 	 
	
            SECTION 5.01.

          	
            Merger, Consolidation or Sale of All or Substantially All Assets

          	
            81

          
	 	 	 
	 	
            ARTICLE VI

          	 
	 	 	 
	 	
            DEFAULTS AND REMEDIES

          	 
	 	 	 
	
            SECTION 6.01.

          	
            Events of Default

          	
            84

          
	
            SECTION 6.02.

          	
            Acceleration

          	
            86

          
	
            SECTION 6.03.

          	
            Other Remedies

          	
            86

          
	
            SECTION 6.04.

          	
            Waiver of Defaults

          	
            86

          
	
            SECTION 6.05.

          	
            Control by Majority

          	
            87

          
	
            SECTION 6.06.

          	
            Limitation on Suits

          	
            87

          
	
            SECTION 6.07.

          	
            Rights of Holders of Notes to Receive Payment

          	
            87

          
	
            SECTION 6.08.

          	
            Collection Suit by Trustee

          	
            87

          
	
            SECTION 6.09.

          	
            Restoration of Rights and Remedies

          	
            88

          
	
            SECTION 6.10.

          	
            Rights and Remedies Cumulative

          	
            88

          
	
            SECTION 6.11.

          	
            Delay or Omission Not Waiver

          	
            88

          
	
            SECTION 6.12.

          	
            Trustee May File Proofs of Claim

          	
            88

          
	
            SECTION 6.13.

          	
            Priorities

          	
            89

          
	
            SECTION 6.14.

          	
            Undertaking for Costs

          	
            89

          
	 	 	 
	 	
            ARTICLE VII

          	 
	 	 	 
	 	
            TRUSTEE

          	 
	 	 	 
	
            SECTION 7.01.

          	
            Duties of Trustee

          	
            89

          
	
            SECTION 7.02.

          	
            Rights of Trustee

          	
            90

          
	
            SECTION 7.03.

          	
            Individual Rights of Trustee

          	
            92

          
	
            SECTION 7.04.

          	
            Trustee’s Disclaimer

          	
            92

          
	
            SECTION 7.05.

          	
            Notice of Defaults

          	
            92

          


    

    

    
      -ii-

      
        


    

    	
            SECTION 7.06.

          	
            [Reserved]

          	
            92

          
	
            SECTION 7.07.

          	
            Compensation and Indemnity

          	
            92

          
	
            SECTION 7.08.

          	
            Replacement of Trustee

          	
            93

          
	
            SECTION 7.09.

          	
            Successor Trustee by Merger, etc

          	
            94

          
	
            SECTION 7.10.

          	
            Eligibility; Disqualification

          	
            94

          
	 	 	 
	 	
            ARTICLE VIII

          	 
	 	 	 
	 	
            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          	 
	 	 	 
	
            SECTION 8.01.

          	
            Option to Effect Legal Defeasance or Covenant Defeasance

          	
            94

          
	
            SECTION 8.02.

          	
            Legal Defeasance and Discharge

          	
            95

          
	
            SECTION 8.03.

          	
            Covenant Defeasance

          	
            95

          
	
            SECTION 8.04.

          	
            Conditions to Legal or Covenant Defeasance

          	
            95

          
	
            SECTION 8.05.

          	
            Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions

          	
            96

          
	
            SECTION 8.06.

          	
            Repayment to Issuer

          	
            97

          
	
            SECTION 8.07.

          	
            Reinstatement

          	
            97

          
	 	 	 
	 	
            ARTICLE IX

          	 
	 	 	 
	 	
            AMENDMENT, SUPPLEMENT AND WAIVER

          	 
	 	 	 
	
            SECTION 9.01.

          	
            Without Consent of Holders of Notes

          	
            97

          
	
            SECTION 9.02.

          	
            With Consent of Holders of Notes

          	
            98

          
	
            SECTION 9.03.

          	
            Revocation and Effect of Consents

          	
            99

          
	
            SECTION 9.04.

          	
            Notation on or Exchange of Notes

          	
            100

          
	
            SECTION 9.05.

          	
            Trustee to Sign Amendments, etc

          	
            100

          
	
            SECTION 9.06.

          	
            Payment for Consent

          	
            100

          
	 	 	 
	 	
            ARTICLE X

          	 
	 	 	 
	 	
            GUARANTEES

          	 
	 	 	 
	
            SECTION 10.01.

          	
            Guarantee

          	
            100

          
	
            SECTION 10.02.

          	
            Limitation on Guarantor Liability

          	
            102

          
	
            SECTION 10.03.

          	
            Notation Not Required

          	
            102

          
	
            SECTION 10.04.

          	
            Subrogation

          	
            102

          
	
            SECTION 10.05.

          	
            Benefits Acknowledged

          	
            102

          
	
            SECTION 10.06.

          	
            Release of Guarantees

          	
            102

          
	 	 	 
	 	
            ARTICLE XI

          	 
	 	 	 
	 	
            SATISFACTION AND DISCHARGE

          	 
	 	 	 
	
            SECTION 11.01.

          	
            Satisfaction and Discharge

          	
            103

          
	
            SECTION 11.02.

          	
            Application of Trust Money

          	
            104

          


    

    

    
      -iii-

      
        


    

    	 	
            ARTICLE XII

          	 
	 	 	 
	 	
            MISCELLANEOUS

          	 
	 	 	 
	
            SECTION 12.01.

          	
            Notices

          	
            104

          
	
            SECTION 12.02.

          	
            Communication by Holders of Notes with Other Holders of Notes

          	
            105

          
	
            SECTION 12.03.

          	
            Certificate and Opinion as to Conditions Precedent

          	
            105

          
	
            SECTION 12.04.

          	
            Statements Required in Certificate or Opinion

          	
            106

          
	
            SECTION 12.05.

          	
            Rules by Trustee and Agents

          	
            106

          
	
            SECTION 12.06.

          	
            No Personal Liability of Directors, Officers, Employees and Stockholders

          	
            106

          
	
            SECTION 12.07.

          	
            Governing Law

          	
            106

          
	
            SECTION 12.08.

          	
            Waiver of Jury Trial

          	
            106

          
	
            SECTION 12.09.

          	
            Force Majeure

          	
            107

          
	
            SECTION 12.10.

          	
            Benefits of Indenture

          	
            107

          
	
            SECTION 12.11.

          	
            No Adverse Interpretation of Other Agreements

          	
            107

          
	
            SECTION 12.12.

          	
            Successors

          	
            107

          
	
            SECTION 12.13.

          	
            Severability

          	
            107

          
	
            SECTION 12.14.

          	
            Counterpart Originals

          	
            107

          
	
            SECTION 12.15.

          	
            Table of Contents, Headings, etc

          	
            107

          
	
            SECTION 12.16.

          	
            U.S.A. Patriot Act

          	
            107

          


    

    

    
      -iv-

      
        


    

    Exhibits

    

    

    	
            EXHIBIT A

          	
            Form of Note

          
	
            EXHIBIT B

          	
            Form of Certificate of Transfer

          
	
            EXHIBIT C

          	
            Form of Certificate of Exchange

          
	
            EXHIBIT D

          	
            Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

          


    

    

    
      -v-

      
        


    

    
    INDENTURE, dated as of April 12, 2021, between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), and U.S.
      Bank National Association, as Trustee.

    

    

    W I T N E S S E T H

    

    

    WHEREAS, the Issuer has duly authorized the creation of an issue of $500,000,000 aggregate principal amount of 5.50% Senior Notes due 2028 (the “Initial Notes”); and

    

    

    WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture.

    

    

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

    

    

    ARTICLE I

    

    

    Definitions and Incorporation by Reference

    

    

    SECTION 1.01.   Definitions.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    “Additional Notes” means Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.02, but subject to compliance
      with Section 4.09.

    

    

    “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
      specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean
      the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

    

    

    “Agent” means any Registrar, Paying Agent, Transfer Agent, Custodian or other agent appointed in accordance with this Indenture to perform any function that this
      Indenture authorizes such agent to perform.

    

    

    
      
        


    

    
    “Applicable Premium” means, as determined by the Issuer with respect to any Note on any Redemption Date, the greater of (a) 1.0% of the principal amount of the Note and
      (b) the excess (to the extent positive) of:

    

    

    (1)          the sum of the present value at such Redemption Date of (i) the
        redemption price of the Note at May 1, 2024 (such redemption price being set forth in the table appearing in Section 3.07(b)), plus (ii) all required remaining interest payments on such Note through May 1,
        2024 (excluding accrued but unpaid interest to the Redemption Date), discounted to the date of redemption using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

    

    

    (2)          the then outstanding principal amount of such Note.  The Trustee
        shall have no responsibility in connection with calculation or determination of the Applicable Premium.

    

    

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

    

    

    “Asset Sale” means:

    

    

    (1)          the sale, conveyance, transfer or other disposition, whether in
        a single transaction or a series of related transactions, of property or assets (including by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

    

    

    (2)          the issuance or sale of Equity Interests of any Restricted
        Subsidiary, whether in a single transaction or a series of related transactions (other than preferred stock of Restricted Subsidiaries issued in compliance with Section 4.09 or the issuance of directors’ qualifying shares and shares issued to
        foreign nationals as required by applicable law);

    

    

    in each case, other than:

    

    

    (1)          a disposition of Cash Equivalents, or dispositions of any
        surplus, obsolete, unnecessary, unsuitable, damaged or worn-out assets in the ordinary course of business, or dispositions of abandoned, lost, destroyed or stolen assets or assets no longer used, useful or economically practicable to maintain, or
        any disposition of inventory or goods held for sale in the ordinary course of business;

    

    

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

    

    

    (3)          the making of any Restricted Payment or Permitted Investment
        that is permitted to be made, and is made, under Section 4.07;

    

    

    (4)          any issuance or sale of Equity Interests of the Issuer;

    

    

    (5)          any disposition of assets or issuance or sale of Equity
        Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value of less than $10,000,000;

    

    

    
      -2-

      
        


    

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

    

    

    (7)          to the extent allowable under Section 1031 of the Code, any
        exchange of like property (excluding any boot thereon) for use in a Similar Business;

    

    

    (8)          the lease, assignment, sub-lease or license of any assets or
        real or personal property, including the sale of assets to lease customers upon termination any of the foregoing pursuant to the terms thereof, in each case in the ordinary course of business;

    

    

    (9)          the sale or lease of aircraft, engines, spare parts or similar
        assets, or Capital Stock of any entity, the principal assets of which consist primarily of the foregoing, in the ordinary course of business;

    

    

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

    

    

    (11)        foreclosures, condemnations or any similar actions on assets;

    

    

    (12)        (i) any disposition of Securitization Assets in connection with
        any Qualified Securitization Financing and (ii) the sale or discount of accounts receivable arising (x) in connection with the Credit Facilities or (y) in the ordinary course of business in connection with the compromise or collection thereof or in
        bankruptcy or similar proceedings;

    

    

    (13)        the surrender or waiver of contract rights or the settlement,
        release or surrender of contract, tort or other claims of any kind, in each case, in the ordinary course of business;

    

    

    (14)        the creation of a Lien permitted under this Indenture;

    

    

    (15)        the licensing or sub-licensing of intellectual property and
        software or other general intangibles in the ordinary course of business;

    

    

    (16)        the unwinding of any Hedging Obligations;

    

    

    (17)        sales, transfers and other dispositions of Investments in joint
        ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

    

    

    (18)        any financing transaction with respect to property built or
        acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including sale leasebacks and asset securitizations permitted by this Indenture; and

    

    

    (19)        any sale of Equity Interests in Borr Drilling Limited (formerly
        Magni Drilling Limited).

    

    

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

    

    

    
      -3-

      
        


    

    “Board of Directors” means (1) with respect to any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee
      thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly
      authorized committee of such Person serving a similar function.  Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been
      taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).

    

    

    “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in,
      the State of New York or the place of payment.

    

    

    “Capital Markets Debt” means any debt securities represented by bonds, debentures or notes (other than (i) a Qualified Securitization Financing, (ii) a debt issuance
      guaranteed by an export credit agency (including the Export-Import Bank of the United States of America) or (iii) any Jefferson Project Indebtedness or any obligations with respect thereof), in each case, issued in the capital markets by the Issuer
      or any Subsidiary, whether issued in a public offering or private placement, including pursuant to Section 4(a)(2) of the Securities Act or Rule 144A, Regulation S or Regulation D under the Securities Act.

    

    

    “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, limited liability company or business trust, partnership, membership or beneficial interests (whether general or
      limited) or shares in the capital of a company; 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 the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock).

    

    

    “Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance
      with GAAP, and the amount of Indebtedness represented by such obligation shall be, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized
      and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP, 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 or  terminated by the lessee without payment of a penalty; provided that leases that are required to be classified and accounted for as capital leases in accordance with
      GAAP solely because of the duration of the term of the lease or the fact that the present value of the minimum lease payments of the equipment subject to such lease exceeds 90.0% of the Fair Market Value of such equipment shall not be deemed to be
      Capitalized Lease Obligations.

    

    

    “Cash Equivalents” means:

    

    

    (1)          United States dollars;

    

    

    
      -4-

      
        


    

    (2)          pounds sterling;

    

    

    (3)          (a) euro, or any national currency of any participating member
        state in the European Union;

     

    

    (b) Canadian dollars;

     

    

     

    (c) Australian dollars; or

    

    

    (d) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of
      business;

    

    

    (4)          securities issued or directly and fully and unconditionally
        guaranteed or insured by the United States of America or Canadian government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of
        24 months or less from the date of acquisition;

    

    

    (5)          certificates of deposit, time deposits and eurodollar time
        deposits with maturities of 24 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of
        $500,000,000;

    

    

    (6)          repurchase obligations for underlying securities of the types
        described in clauses (4) and (5) of this definition entered into with any financial institution meeting the qualifications specified in clause (5) of this definition;

    

    

    (7)          commercial paper rated at least P-2 by Moody’s or at least A-2
        by S&P and in each case maturing within 24 months after the date of creation thereof;

    

    

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

    

    

    (9)          readily marketable direct obligations issued by any state of the
        United States of America or any political subdivision thereof or any Province of Canada having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

    

    

    (10)        Indebtedness or preferred stock issued by Persons with a rating
        of A or higher from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of acquisition.

    

    

    Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) of this definition; provided that such amounts are converted into any currency listed in clauses (1) through (3) of this definition as promptly as practicable and in any event within ten Business Days following the receipt of such
      amounts.

    

    

    
      -5-

      
        


    

    “Change of Control” means:

    

    

    (1)          any “person” or “group” (as such terms are used in Sections
        13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares representing more than 50.0% of the
        voting power of the Issuer’s Voting Stock; or

    

    

    (2)          (a) all or substantially all the assets of the Issuer and the
        Restricted Subsidiaries, taken as a whole, are sold or otherwise transferred to any Person other than a Wholly-Owned Restricted Subsidiary or one or more Permitted Holders or (b) the Issuer consolidates, amalgamates or merges with or into another
        Person or any Person consolidates, amalgamates or merges with or into the Issuer, in either case under this clause (2), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons beneficially
        owning (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) Voting Stock representing in the aggregate a majority of the total voting power of the Voting Stock of the Issuer immediately prior to such consummation do not beneficially own (as
        defined in Rules 13d-3 and 13d-5 under the Exchange Act) Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer, or the applicable surviving or transferee Person; provided
        that this clause shall not apply (i) in the case where immediately after the consummation of the transactions Permitted Holders beneficially own Voting Stock representing in the aggregate a majority of the total voting power of the Issuer, or the
        applicable surviving or transferee Person, or (ii) to any consolidation, amalgamation or merger of the Issuer with or into (x) a corporation, limited liability company or partnership or (y) a wholly-owned subsidiary of a corporation, limited
        liability company or partnership that, in either case, immediately following the transaction or series of transactions, has no Person or group (other than Permitted Holders), which beneficially owns Voting Stock representing 50.0% or more of the
        voting power of the total outstanding Voting Stock of such entity and, in the case of clause (y), the parent of such wholly-owned subsidiary guarantees the Issuer’s obligations under the Notes and this Indenture.

    

    

    For purposes of this definition, any direct or indirect holding company of the Issuer shall not itself be considered a “person” or “group” for purposes of clause (1) of this
      definition; provided that no “person” or “group” (other than the Permitted Holders) beneficially owns, directly or indirectly, more than 50.0% of the total voting power of the Voting Stock of such holding
      company.

    

    

    “Clearstream” means Clearstream Banking, Société Anonyme.

    

    

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

    

    

    “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense,
      including any amortization of deferred financing fees, amortization in relation to terminated Hedging Obligations and amortization of lease discounts and premiums and lease incentives, but excluding any items which are classified as Consolidated
      Interest Expense in accordance with GAAP, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

    

    

    
      -6-

      
        


    

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

    

    

    (1)          consolidated interest expense of such Person and its Restricted
        Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) non-cash interest
        payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of or hedge ineffectiveness expenses of Hedging Obligations or other derivative instruments pursuant to Financial Accounting
        Standards Board Statement No. 133 —“Accounting for Derivative Instruments and Hedging Activities”), and (iii) all commissions, discounts and other fees and charges owed with respect to letters of credit or relating to any Qualified Securitization
        Financing; and excluding (i) non-cash interest expense attributable to the amortization of gains or losses resulting from the termination prior to the Issue Date of Hedging Obligations, (ii) the interest
        component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations, (iii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and any expensing of other
        financing fees (including any expense resulting from bridge, commitment and other financing fees), (iv) amortization of fair value debt discounts and (v) any expense resulting from the application of debt modification accounting or, if applicable,
        purchase accounting in connection with any acquisition), and

    

    

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

    

    

    (3)          interest income for such period.

    

    

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

    

    

    (1)          any net after tax extraordinary, non-recurring or unusual gains
        or losses, including sales or other dispositions of assets under a Securitization Financing other than in the ordinary course of business (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation and new
        product introductions) shall be excluded;

    

    

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

    

    

    (3)          any net after-tax income (loss) from disposed or discontinued
        operations and any net after-tax gains or losses on disposal of disposed or discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued) shall be excluded;

    

    

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

    

    

    (5)          the Net Income for such period of any Person that is not a
        Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Issuer shall be increased
        by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

    

    

    (6)          solely for the purpose of determining the amount available for
        Restricted Payments under Section 4.07(a)(3)(A) the Net Income for such period of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its
        Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment,
        decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its shareholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided, however, that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash
        (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

    

    

    
      -7-

      
        


    

    (7)          the effects of adjustments resulting from the application of
        recapitalization accounting or purchase accounting in relation to any acquisition that is consummated after the Issue Date or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

    

    

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

    

    

    (9)          any net after-tax impairment charge or asset write-off pursuant
        to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded;

    

    

    (10)        any net after-tax gain (loss) arising from changes in the fair
        value of derivatives shall be excluded;

    

    

    (11)        any net after-tax valuation allowance against a deferred tax
        asset shall be excluded;

    

    

    (12)        amortization of (i) fair value lease premiums and discounts, (ii)
        lease incentives, (iii) fair value debt discounts, and (iv) debt discounts in respect of Indebtedness issued prior to the Issue Date shall be excluded;

    

    

    (13)        any restoration to income of any contingency reserve of an
        extraordinary, nonrecurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date shall be excluded;

    

    

    (14)        any net after-tax effect of accretion of accrued interest on
        discounted liabilities shall be excluded;

    

    

    (15)        any non-cash tax expense pursuant to reversals of deferred tax
        assets shall be excluded; and

    

    

    (16)        any net after-tax effect of non-cash compensation expense
        recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

    

    

    In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the
      foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection
      with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

    

    

    
      -8-

      
        


    

    Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than Section 4.07(a)(3)(D) thereof), there shall be excluded from Consolidated Net Income any income
      arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of
      loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the
      extent such amounts increase the amount of Restricted Payments permitted under Section 4.07 pursuant to Section 4.07(a)(3)(D) thereof.

    

    

    “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute
      Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

    

    

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

    

    

    (2)          to advance or supply funds:

    

    

    (A)          for the purchase or payment of any such primary obligation, or

    

    

    (B)          to maintain working capital or equity capital of the primary
        obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

    

    

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

    

    

    “Control Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control
      with, such Person and (b) exists primarily for the purpose of making equity or debt investments in one or more companies.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the
      direction of the management and policies of such Person, whether by contract or otherwise.

    

    

    “Corporate Trust Office of the Trustee” shall be the office of the Trustee at which at any particular time its corporate trust business shall be principally
      administered, which office, as at the date of this Indenture, is located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Joshua Hahn, or such other address as the Trustee may designate from time to time by notice to the Holders and the
      Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

    

    

    “Credit Facilities” means one or more debt facilities (including the Revolving Credit Facility), indentures or commercial paper facilities providing for revolving credit
      loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against receivables), letters of credit or other long-term
      indebtedness, including any guarantees, collateral documents, mortgages, instruments and agreements executed in connection therewith, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
      refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments
      thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.  For purposes of Section 4.14, any Jefferson Project Indebtedness shall be
      deemed not to be a “Credit Facility.”

    

    

    
      -9-

      
        


    

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

    

    

    “Debt to Total Capitalization Ratio” means, as of any date of determination, the ratio of (x) total Indebtedness of the Issuer and the Restricted Subsidiaries to (y) the
      sum of (i) total Indebtedness of the Issuer and the Restricted Subsidiaries and (ii) total equity of the Issuer and the Restricted Subsidiaries, in each case, on a consolidated basis as reflected on the most recently available quarterly balance sheet
      of the Issuer prepared in accordance with GAAP immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments as are
      appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

    

    

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

    

    

    “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c), 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 Increases or Decreases 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 as the Depositary with respect
      to the Notes, and any and all successors thereto appointed as Depositary under this Indenture and having become such pursuant to the applicable provision of this Indenture.

    

    

    “Designated Non-cash Consideration” means the Fair Market Value of noncash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset
      Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by a senior vice president or the principal financial officer of the Issuer, less the amount of
      cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

    

    

    “Designated Preferred Stock” means preferred stock of the Issuer that is issued after March 15, 2017 for cash and is designated as Designated Preferred Stock, the cash
      proceeds of which are contributed to the capital of the Issuer and excluded from the calculation set forth in Section 4.07(a)(3).

    

    

    “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is
      convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is
      redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no
      longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not
      constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

    

    

    “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period, plus
      (without duplication):

    

    

    (1)          collections of the principal portion of any direct finance
        leases; plus

    

    

    
      -10-

      
        


    

    (2)          provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income; plus

    

    

    (3)          Consolidated Interest Expense (and other components of Fixed
        Charges to the extent changes in GAAP after the Issue Date result in such components reducing Consolidated Net Income) of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, including any
        noncash interest charges calculated in accordance with GAAP; plus

    

    

    (4)          Consolidated Depreciation and Amortization Expense of such
        Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income; plus

    

    

    (5)          any fees, expenses or charges, or any amortization thereof,
        related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by this Indenture (whether or not successful) or any repayment of Indebtedness, including such fees, expenses
        or charges related to the offering of the notes, and deducted in computing Consolidated Net Income, and including, in each case, any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed, and any
        charges or non-recurring costs incurred during such period as a result of any such transaction; plus

    

    

    (6)          any loss (or minus any gain) related to the disposition of
        assets; plus

    

    

    (7)          the amount of any restructuring charge or reserve deducted in
        such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date; plus

    

    

    (8)          any other non-cash charges reducing Consolidated Net Income for
        such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

    

    

    (9)          the amount of any non-controlling interest expense deducted in
        calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); plus

    

    

    (10)        expenses related to the implementation of new accounting
        pronouncements and other regulatory requirements; plus

    

    

    (11)        any net loss (or minus any gain) resulting from currency exchange
        risk Hedging Obligations; plus

    

    

    (12)        foreign exchange loss (or minus any gain) on debt; plus

    

    

    (13)        Securitization Fees and the amount of loss on sale of
        Securitization Assets and related assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing, to the extent deducted in determining Consolidated Net Income; less

    

    

    (14)        non-cash items increasing Consolidated Net Income of such Person
        for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period; plus

    

    

    
      -11-

      
        


    

    (15)        any other extraordinary, non-recurring or unusual losses (or
        minus any other extraordinary, non-recurring or unusual gain); plus

    

    

    (16)        other recurring cash revenue received;

    

    

    all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

    

    

    “employees” of the Issuer and its Subsidiaries shall include officers of the Issuer and its Subsidiaries and employees of the Manager or its Affiliates that are involved
      in the management of the Issuer and its Subsidiaries.

    

    

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

    

    

    “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or
      exchangeable for, Capital Stock.

    

    

    “Equity Offering” means any public or private sale of common shares or preferred shares of the Issuer (excluding Disqualified Stock), other than:

    

    

    (1)          public offerings with respect to the Issuer’s common shares
        registered on Form S-8; and

    

    

    (2)          any sales to the Issuer or any of its Subsidiaries.

    

    

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

    

    

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

    

    

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

    

    

    “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer after March 15, 2017 from:

    

    

    
      (1)          contributions to its common equity capital; and

    

    

    

    (2)          the sale (other than to a Subsidiary of the Issuer or to any
        management equity plan or stock option plan or any other management or employee benefit plan or agreement or any distributor equity plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of
        the Issuer,

    

    

    in each case, designated as Excluded Contributions and excluded from the calculation set forth in Section 4.07(a)(3).

    

    

    “Existing Indebtedness” means Indebtedness of the Issuer or the Restricted Subsidiaries in existence on the Issue Date, plus
      interest accruing thereon.

    

    

    “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 chief executive officer, chief financial officer, chief accounting officer or controller of the Issuer or the Restricted Subsidiary, which determination will be conclusive (unless otherwise provided in
      this Indenture).

    

    

    
      -12-

      
        


    

    “Fitch” means Fitch Ratings or any of its successors or assigns that is a nationally recognized statistical rating organization within the meaning of Rule 3(a)(62) under
      the Exchange Act.

    

    

    “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person
      for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than reductions in amounts outstanding under revolving facilities unless accompanied by a
      corresponding termination of commitment) or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the
      calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
      guarantee or redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

    

    

    For purposes of making the computation referred to in the first paragraph of this definition, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations
      and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with
      the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and disposed operations (and the change in
      any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted
      Subsidiary or was consolidated, amalgamated or merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation or disposed
      operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
      acquisition, disposition, amalgamation, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

    

    

    For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro
        forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (including pro forma expense and cost reductions, regardless of whether these cost
      savings could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto). If any
      Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the
      applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
      financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to in the first paragraph of this definition, interest on
      any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on
      Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
      then based upon such optional rate chosen as the Issuer may designate.

    

    

    
      -13-

      
        


    

    “Fixed Charges” means, with respect to any Person for any period, the sum of:

    

    

    
      (1)          Consolidated Interest Expense;

    

    

    

    
      (2)          all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any series of Designated
        Preferred Stock) or any Refunding Capital Stock of such Person; and

    

    

    

    
      (3)          all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock.

    

    

    

    “Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States of America,
      any state thereof or the District of Columbia.

    

    

    “Fortress” means Fortress Investment Group LLC.

    

    

    “GAAP” means generally accepted accounting principles in the United States of America which are in effect on the Issue Date (except with respect to accounting for
      capital leases, as to which such principles in effect for the Issuer on December 31, 2018 shall apply). At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP for purposes of calculations hereunder
      and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that calculation or determination in this Indenture
      that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such
      election made in accordance with this definition to the Trustee and the Holders of Notes.

    

    

    “General Partner” means Fortress Worldwide Transportation and Infrastructure Master GP LLC.

    

    

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

    

    

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

    

    

    “Government Securities” means securities that are:

    

    

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

    

    

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

    

    

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

    

    

    
      -14-

      
        


    

    “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner
      (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

    

    

    “Guarantee” means the guarantee by any Guarantor of the Issuer’s obligations under this Indenture.

    

    

    “Guarantor” means any Person that executes a Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns, in each case, until
      the Guarantee of such Person has been released in accordance with the provisions of this Indenture; provided that any Unrestricted Subsidiaries shall not be required to be Guarantors.

    

    

    “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

    

    

    (1)          currency exchange, interest rate, inflation or commodity swap
        agreements, currency exchange, interest rate, inflation or commodity cap agreements and currency exchange, interest rate, inflation or commodity collar agreements; and

    

    

    (2)          other agreements or arrangements designed to protect such Person
        against fluctuations in currency exchange, interest rates, inflation or commodity prices.

    

    

    “Holder” means a Person in whose name a Note is registered in the register.

    

    

    “IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board, as in effect from time to time, to the extent
      applicable to the relevant financial statements.

    

    

    “Indebtedness” means, with respect to any Person:

    

    

    (1)          any indebtedness (including principal and premium) of such
        Person, whether or not contingent:

    

    

    (a) in respect of borrowed money;

    

    

    (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect
      thereof);

    

    

    (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations but excluding any lease obligations that do not
      constitute a Capitalized Lease Obligation pursuant to the proviso contained in the definition thereof), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary
      course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is no longer contingent and (iii) any purchase price holdbacks in respect of a portion of the
      purchase price of an asset to satisfy warranty or other unperformed obligations of the seller; or

    

    

    
      -15-

      
        


    

    (d) representing any Hedging Obligations;

    

    

    if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance
      sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

    

    

    (2)          to the extent not otherwise included, any obligation by such
        Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business; provided
        that the amount of Indebtedness of any Person for purposes of this clause (2) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) solely in the case of Non-Recourse Indebtedness of the Issuer
        or a Restricted Subsidiary, the Fair Market Value of the property encumbered thereby as determined by such Person in good faith; and

    

    

    (3)          to the extent not otherwise included, Indebtedness of another
        Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

    

    

    provided, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include: (1) Contingent Obligations, (2) obligations
      under or in respect of a Qualified Securitization Financing, (3) reimbursement obligations under commercial letters of credit (provided, however, that unreimbursed
      amounts under letters of credit shall be counted as Indebtedness on or after three Business Days after such amount is drawn), (4) intercompany liabilities arising from cash management, tax and accounting operations and (5) intercompany loans,
      advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of term) and made in the ordinary course of business.

    

    

    The amount of Indebtedness of any Person outstanding at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then
      outstanding.  The amount of Indebtedness of any Person outstanding at any date shall be determined as set forth in this definition or otherwise provided in this Indenture, and shall equal the amount that would appear on a balance sheet of such Person
      (excluding any notes thereto) prepared on the basis of GAAP.

    

    

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

    

    

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

    

    

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

    

    

    “Initial Notes” has the meaning assigned to such term in the recitals hereto.

    

    

    “Initial Purchasers” means Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., The
      Benchmark Company, LLC, BTIG, LLC, Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, JMP Securities LLC, Raymond James & Associates, Inc., Stephens Inc., Stifel Nicolaus and Company, Incorporated and WR Securities, LLC.

    

    

    
      -16-

      
        


    

     “Interest Payment Date” means May 1 and November 1 of each year, as applicable, to stated maturity.

     

    

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

    

    

    “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees),
      advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel, moving and similar advances to officers, directors and employees, in each case made in the ordinary course of business),
      purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer
      in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property; provided that endorsements of negotiable instruments and
      documents in the ordinary course of business will not be deemed to be an Investment. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07:

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    The amount of any Investment outstanding at any time shall be the original cost of such Investment (determined, in the case of an Investment made with assets of the Issuer or
      any Restricted Subsidiary, based on the net book value of the assets invested), reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect
      of such Investment.

    

    

    “Issue Date” means April 12, 2021.

    

    

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

    

    

    “Issuer’s Order” means a written request or order signed on behalf of the Issuer, by an Officer of the Issuer who must be (A) the principal executive officer, the
      principal financial officer or the principal accounting officer of the Issuer or (B) an Executive Vice President, a Senior Vice President, the Treasurer or the Controller of the Issuer, and delivered to the Trustee.

    

    

    
      -17-

      
        


    

    “Jefferson Project Indebtedness” means, collectively, (a) the series of bonds designated (i) Port of Beaumont Navigation District of Jefferson County, Texas Dock and
      Wharf Facility Revenue Bonds, Series 2020A (Jefferson Gulf Coast Energy Project) and (ii) Port of Beaumont Navigation District of Jefferson County, Texas Facility Revenue Bonds, Taxable Series 2020B (Jefferson Gulf Coast Energy Project), (b) the
      agreements relating thereto to which the Issuer or any of its Subsidiaries is a party, including the Credit Agreement, dated as of February 11, 2020, between Jefferson 2020 Bond Borrower LLC and the Issuer and (c) any other Indebtedness or debt
      obligations of FTAI Energy Holdings LLC or any of its subsidiaries.

    

    

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

    

    

    “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed,
      recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or
      agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

    

    

    “Management Agreement” means, collectively, (a) that certain Management and Advisory Agreement, dated as of May 20, 2015, among the Issuer, the Manager and the General
      Partner, and (b) that certain Fourth Amended and Restated Partnership Agreement of Fortress Worldwide Transportation and Infrastructure General Partnership, dated as of May 20, 2015, between the Issuer and the General Partner, in each case, including
      any amendments, modifications, restatements, renewals, increases, supplements or replacements thereto (i) through the Issue Date and (ii) to the extent approved by a majority of the independent directors of the Issuer, following the Issue Date.  For
      the avoidance of doubt, and notwithstanding anything to the contrary in this Indenture, nothing in this Indenture shall prohibit the Issuer or any Restricted Subsidiary from making any payment (including any fees, expenses or reimbursement
      obligations) required to be made under the Management Agreement.

    

    

    “Management Group” means at any time, the Chairman of the Board of Directors, any President, any Executive Vice President, any Managing Director, any Treasurer and any
      Secretary or other executive officer of the Issuer or any Subsidiary at such time.

    

    

    “Manager” means FIG LLC or its permitted successors or assigns.

    

    

    “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a nationally recognized statistical rating organization within the meaning of
      Rule 3(a)(62) under the Exchange Act.

    

    

    “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred
      stock dividends.

    

    

    
      -18-

      
        


    

    “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the
      sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and
      investment banking fees, and brokerage and sales commissions, payments made in order to obtain necessary consents required by agreement or by applicable law, any relocation expenses incurred as a result thereof, taxes paid or payable as a result
      thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), other fees and expenses, including title and recordation expenses, amounts required to be applied to the repayment of principal, premium, if
      any, and interest on Indebtedness secured by a Lien permitted under this Indenture required (other than required by Section 4.10(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer
      as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including pension and other post-employment benefit
      liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

    

    

    “Non-Recourse Indebtedness” means with respect to any Person, Indebtedness of such Person and any refinancing Indebtedness thereof for which the sole legal recourse for
      collection of principal and interest on such Indebtedness is against the specific property identified in the instruments evidencing or securing such Indebtedness.

    

    

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

    

    

    “Notes” means any note authenticated and delivered under this Indenture.  For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes
      that may be issued hereafter.  The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture (including waivers, amendments, redemptions and offers to purchase), except as specifically
      noted otherwise herein.

    

    

    “Offering Memorandum” means the offering memorandum, dated April 7, 2021, relating to the sale of the Initial Notes.

    

    

    “Officer” means the Chairman of the board of directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice
      President, the Chief Financial Officer, the Treasurer, the Secretary or any Assistant Secretary of the Issuer.

    

    

    “Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the
      principal financial officer, the treasurer, the principal accounting officer or the secretary of the Issuer, that meets the requirements set forth in this Indenture.

    

    

    “Opinion of Counsel” means an opinion from legal counsel (who may be counsel to the Issuer) that meets the requirements of this Indenture.

    

    

    “Organizational Documents” means, with respect to (a) the Issuer, the certificate of formation and limited liability company agreement, and (b) any other person, (i) in
      the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such
      person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document)
      of such person, (v) in the case of any trust, the declaration of trust and trust agreement (or similar document) of such person and (vi) in any other case, the functional equivalent of the foregoing.

    

    

    
      -19-

      
        


    

    “Pari Passu Indebtedness” means Indebtedness of the Issuer or a Guarantor that ranks equally in right of payment with the Notes or such Guarantor’s Guarantee, as
      applicable.

    

    

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

    

    

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

    

    

    “Permitted Holders” means, collectively, Fortress, its Affiliates and the Management Group; provided that the definition of
      “Permitted Holders” shall not include any Control Investment Affiliate whose primary purpose is the operation of an ongoing business (excluding any business whose primary purpose is the investment of capital or assets). Any Person or group whose
      acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional
      Permitted Holder.

    

    

    “Permitted Investments” means:

    

    

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

    

    

    (2)          any Investment in cash and Cash Equivalents;

    

    

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

    

    

    (A)          such Person becomes a Restricted Subsidiary; or

    

    

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

    

    

    (4)          any Investment in securities or other assets not constituting
        cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.10 or any other disposition of assets not constituting an Asset Sale;

    

    

    (5)          any Investment existing on the Issue Date or made pursuant to
        the terms of any agreement (including binding commitments) in effect on the Issue Date or an Investment that replaces, refinances or refunds an Investment existing on the Issue Date; provided that the
        amount of any such new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded (after giving effect to write-downs or write-offs with respect to such Investment);

    

    

    (6)          advances to, or guarantees of Indebtedness of, officers,
        directors and employees of the Issuer, any Restricted Subsidiary or the Manager not in excess of $10,000,000 outstanding at any one time, in the aggregate;

    

    

    
      -20-

      
        


    

    (7)          any Investment acquired by the Issuer or any Restricted
        Subsidiary:

    

    

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

    

    

    (b)           in satisfaction of judgments against other Persons; or

    

    

    (c)           as a result of a foreclosure by the Issuer or any Restricted
        Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

    

    

    (8)          any Investments in Hedging Obligations entered into in the
        ordinary course of business;

    

    

    (9)          loans to officers, directors and employees of the Issuer, any
        Restricted Subsidiary or the Manager for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

    

    

    (10)        any Investment having an aggregate Fair Market Value, taken
        together with all other Investments made pursuant to this clause (10) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or
        marketable securities), not to exceed the greater of (x) $130,000,000 and (y) 4.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
        changes in value);

    

    

    (11)        Investments the payment for which consists of Equity Interests of
        the Issuer (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.07(a)(3);

    

    

    (12)        Indebtedness and guarantees of Indebtedness permitted under
        Section 4.09;

    

    

    (13)        any transaction to the extent it constitutes an investment that
        is permitted and made in accordance with Section 4.11(b);

    

    

    (14)        Investments consisting of purchases, acquisitions and
        remanufacturing of inventory, supplies, material or equipment or other assets, or purchases, acquisitions, licenses, sublicenses or leases or subleases of intellectual property or other assets, in each case in the ordinary course of business;

    

    

    (15)        Investments consisting of licensing, sublicensing, leasing and
        subleasing of assets (including of real or personal property and intellectual property rights and other general intangibles) to other Persons in the ordinary course of business or pursuant to joint marketing arrangements with other Persons;

    

    

    (16)        repurchases of the Notes;

    

    

    (17)        any Investments received in compromise or resolution of (i)
        obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
        insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates;

    

    

    
      -21-

      
        


    

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

    

    

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

    

    

    (20)        Investments relating to any Securitization Subsidiary that, in
        the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Financing;

    

    

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

    

    

    (22)        Investments made in the ordinary course of business in connection
        with obtaining, maintaining or renewing client and customer contracts and loans or advances made to, and guarantees with respect to obligations of, distributors, suppliers, licensors and licensees in the ordinary course of business; and

    

    

    (23)        Investments in Permitted Joint Ventures in an aggregate amount
        that taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, does not exceed the greater of (x) $130,000,000 and (y) 4.0% of Total Assets, and as of the date of making such Investment and after
        giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

    

    

    “Permitted Joint Venture” means any agreement, contract or other arrangement between the Issuer or any Restricted Subsidiary and any person that permits one party to
      share risks or costs, comply with regulatory requirements or satisfy other business objectives customarily achieved through the conduct of a Similar Business jointly with third parties.

    

    

    “Permitted Jurisdiction” means any of (a) the United States of America, any state thereof, the District of Columbia, or any territory thereof, or (b) any member state of
      the Pre-Expansion European Union, Canada, Australia, Ireland, Switzerland, Bermuda, the Cayman Islands, Switzerland, the Marshall Islands, Malaysia, Malta or Singapore.

    

    

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

    

    

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

    

    

    
      -22-

      
        


    

    (2)          Liens imposed by law, such as carriers’, warehousemen’s,
        materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, in each case for sums not yet overdue for a period of more than 30 days or being contested in
        good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

    

    

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

    

    

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

    

    

    (5)          minor survey exceptions, minor encumbrances, minor title
        deficiencies, easements or reservations of, or rights of others for, licenses, rights-of-way, covenants, encroachments, protrusions, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions
        as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely
        affect the value of said properties or materially impair their use in the operation of the business of such Person;

    

    

    (6)          Liens existing on the Issue Date;

    

    

    (7)          Liens securing Indebtedness under any Credit Facilities incurred
        and outstanding pursuant to Section 4.09(b)(1);

    

    

    (8)          Liens on assets or property of or Equity Interests in a Person
        at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

    

    

    (9)          Liens on assets or property at the time the Issuer or any
        Restricted Subsidiary acquired such assets or property, including any acquisition by means of a consolidation, amalgamation or merger with or into the Issuer or any Restricted Subsidiary; provided that the
        Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

    

    

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

    

    

    (11)        Liens securing Hedging Obligations and any guarantees thereof
        permitted to be incurred pursuant to Section 4.09(b)(10);

    

    

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

    

    

    
      -23-

      
        


    

    (13)        licenses, sublicenses, leases and subleases (including of real or
        personal property and intellectual property rights and other general intangibles) granted to others in the ordinary course of business;

    

    

    (14)        Liens arising from Uniform Commercial Code financing statement
        filings regarding operating leases or consignments entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

    

    

    (15)        Liens in favor of the Issuer or a Restricted Subsidiary;

    

    

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

    

    

    (17)       Liens on Securitization Assets and related assets
        incurred in connection with a Qualified Securitization Financing;

    

    

    (18)        Liens securing Indebtedness permitted to be incurred pursuant to
        Section 4.09(b)(4) and obligations secured ratably thereunder; provided that such Liens extend only to the assets and/or Capital Stock the purchase, lease, improvement, development, construction,
        remanufacturing, refurbishment, handling and repositioning or repair of which is financed thereby and any replacements, additions and accessions thereto and any income or profits thereof; provided, further, that individual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates;

    

    

    (19)        Liens to secure any refinancing, refunding, extension, renewal or
        replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (8), (9), (10), (11), (15), (18), (30) and (37) and this clause
        (19) of this definition; provided that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), (y) the Indebtedness
        secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (8), (9), (10), (11), (15), (18), (30)
        and (37) and this clause (19) of this definition at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, underwriting discounts and defeasance costs
        related to such refinancing, refunding, extension, renewal or replacement and (z) the new Lien has no greater priority and the holders of the Indebtedness secured by such Lien have no greater intercreditor rights relative to the Notes and Holders
        thereof than the original Liens and the related Indebtedness;

    

    

    (20)        other Liens securing obligations the principal amount of which
        does not exceed the greater of (x) $130,000,000 and (y) 4.0% of Total Assets at any one time outstanding;

    

    

    (21)        Liens securing judgments, attachments or awards for the payment
        of money not constituting an Event of Default under Section 6.01(a)(5) so long as (i) such judgment is being contested in good faith and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not
        been finally terminated or the period within which such proceedings may be initiated has not expired or (ii) such Liens are supported by an indemnity by a third party with an Investment Grade Rating;

    

    

    
      -24-

      
        


    

    (22)        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 in the ordinary course of business;

    

    

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

    

    

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

    

    

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

    

    

    (26)        Liens arising out of conditional sale, title retention,
        consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

    

    

    (27)        Liens on Equity Interests of Unrestricted Subsidiaries;

    

    

    (28)        Liens placed on the Capital Stock of any non-Wholly-Owned
        Subsidiary or joint venture in the form of a transfer restriction, purchase option, call or similar right of a third party joint venture partner;

    

    

    (29)        Liens securing Indebtedness permitted to be incurred pursuant to
        Section 4.09(b)(18); provided that such Liens extend only to the assets or Equity Interests of such joint venture;

    

    

    (30)        (i) leases of aircraft, engines, spare parts or similar assets of
        the Issuer or any Restricted Subsidiary granted by such person, in each case entered into in the ordinary course of the Issuer or its Restricted Subsidiaries’ operating leasing business, (ii) “Permitted Liens” or similar terms under any lease or
        (iii) any Lien which the lessee under any lease is required to remove;

    

    

    (31)        bankers’ Liens, rights of setoff and other similar Liens existing
        solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or its Restricted Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such
        accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided
        that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

     

      

    
      -25-

      
        


    

    
    (32)        Liens on property or assets under construction (and related
        rights) in favor of a contractor or developer arising from progress or partial payments by a third party relating to such property or assets;

    

    

    (33)       any reservations, limitations, provisos or conditions, if any,
        expressed in any grants from any governmental or similar authority;

    

    

    (34)        specific marine mortgages and maritime liens or foreign
        equivalents on property or assets of the Issuer or any Guarantor;

    

    

    (35)        Liens securing Indebtedness permitted to be incurred pursuant to
        Section 4.09(b)(17);

    

    

    (36)        Liens securing Indebtedness permitted to be incurred in
        accordance with Section 4.09 if, at the time of incurrence and after giving pro forma effect thereto, the Secured Indebtedness to Total Capitalization Ratio for the Issuer and the Restricted Subsidiaries
        would be no greater than 0.30 to 1.00;

    

    

    (37)        Liens securing Indebtedness permitted to be incurred pursuant to
        Section 4.09(b)(25); and

    

    

    (38)        Liens securing Indebtedness of any Restricted Subsidiary that
        is not a Guarantor permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09.

    

    

    For purposes of determining compliance with this definition, (A) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described in this
      definition but are permitted to be incurred in part under any combination thereof and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described in this definition, the
      Issuer may, in its sole discretion, classify or reclassify such item of Permitted Liens (or any portion thereof) in any manner that complies with this definition and the Issuer may divide and classify a Lien in more than one of the types of Permitted
      Liens in one of the above clauses of this definition.

    

    

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

    

    

    “Pre-Expansion European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece,
      Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004; provided
      that “Pre-Expansion European Union” shall not include any country whose long-term debt does not have a long-term rating of at least A by S&P or at least A2 by Moody’s or the equivalent rating category of another Rating Agency.

    

    

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

    

    

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

    

    

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

    

    

    
      -26-

      
        


    

    “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided
      that the Fair Market Value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

    

    

    “Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary, the financing terms, covenants, termination events and other
      provisions of which, including any Standard Securitization Undertakings, shall be market terms.

    

    

    “Rating Agencies” means Fitch, Moody’s and S&P or if any of Fitch, Moody’s or S&P or all three shall not make a rating on the Notes publicly available, one or
      more nationally recognized statistical rating organizations within the meaning of Rule 3(a)(62) under the Exchange Act, as the case may be, selected by the Issuer which shall be substituted for any of Fitch, Moody’s or S&P or all three, as the
      case may be.

    

    

    “Record Date” for the interest payable on any applicable Interest Payment Date means April 15 or October 15 (whether or not a Business Day) next preceding such Interest
      Payment Date.

    

    

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

    

    

    “Regulation S Global Note” means a Legended Regulation S Global Note or an Unlegended Regulation S Global Note, as applicable.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted
      Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

    

    

    
      -27-

      
        


    

    “Revolving Credit Facility” means that certain revolving credit facility provided under the credit agreement, dated as of June 16, 2017, among the Issuer, certain
      lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent, as amended as of August 2, 2018, as further amended as of February 8, 2019, as further amended as of August 6, 2019 and as further amended as of May 11, 2020 (as
      further amended, restated, supplemented, modified, extended, renewed, restated or refunded from time to time).

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    “S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a nationally recognized statistical rating organization
      within the meaning of Rule 3(a)(62) under the Exchange Act.

    

    

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

    

    

    “Secured Indebtedness” means any Indebtedness secured by a Lien.

    

    

    “Secured Indebtedness to Total Capitalization Ratio” means, as of any date of determination, the ratio of (x) Secured Indebtedness of the Issuer and the Restricted
      Subsidiaries to (y) the sum of (i) total Indebtedness of the Issuer and the Restricted Subsidiaries and (ii) total equity of the Issuer and the Restricted Subsidiaries, in each case, on a consolidated basis as reflected on the most recently available
      quarterly balance sheet of the Issuer prepared in accordance with GAAP immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments as are appropriate and
      consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

    

    

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

    

    

    “Securitization Assets” means the accounts receivable, lease, royalty or other revenue streams and other rights to payment and all related assets (including contract
      rights, books and records, all collateral securing any and all the foregoing, all contracts and all guarantees or other obligations in respect of any and all the foregoing and other assets that are customarily transferred or in respect of which
      security interests are customarily granted in connection with asset securitization transactions involving any and all the foregoing) and the proceeds thereof in each case pursuant to a Securitization Financing.

    

    

    “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein
      issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

    

    

    “Securitization Financing” means one or more transactions or series of transactions that may be entered into by the Issuer and/or any Restricted Subsidiary pursuant to
      which the Issuer or any Restricted Subsidiary may sell, convey or otherwise transfer Securitization Assets to (a) a Securitization Subsidiary (in the case of a transfer by the Issuer or any of the Restricted Subsidiaries that are not Securitization
      Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in any Securitization Assets of the Issuer or any Restricted Subsidiary.

    

    

    
      -28-

      
        


    

    “Securitization Subsidiary” means a Restricted Subsidiary (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the
      Issuer or any Restricted Subsidiary makes an Investment and to which the Issuer or any Restricted Subsidiary transfers Securitization Assets and related assets) that engages in no activities other than in connection with the financing of
      Securitization Assets of the Issuer or a Restricted Subsidiary, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which
      is designated by the Issuer or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any Restricted
      Subsidiary, other than another Securitization Subsidiary (excluding guarantees of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any Restricted Subsidiary, other than another
      Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Issuer or any Restricted Subsidiary, other than another Securitization Subsidiary, directly or
      indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and (b) to which none of the Issuer or any other Restricted Subsidiary, other than another Securitization Subsidiary, has
      any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Issuer or such other Person shall be evidenced by a resolution of the Issuer or
      such other Person giving effect to such designation.

    

    

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

    

    

    “Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the date of this Indenture or any business
      that is similar, reasonably related, incidental or ancillary thereto.

    

    

    “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Restricted Subsidiary that are
      customary for a seller or servicer of assets in a Securitization Financing.

    

    

    “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and
      (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor.

    

    

    “Subsidiary” means, with respect to any Person:

    

    

    (1)          any corporation, association, or other business entity (other
        than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of
        directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

    

    

    
      -29-

      
        


    

    (2)          any partnership, joint venture, limited liability company or
        similar entity of which

    

    

    (x)           more than 50.0% of the capital accounts, distribution rights,
        total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether
        in the form of membership, general, special or limited partnership or otherwise, and

    

    

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

    

    

    Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Issuer.

    

    

    “Total Assets” means the total assets of the Issuer and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, as shown on the most
      recent balance sheet of the Issuer for which internal financial statements are available immediately preceding the date on which any calculation of Total Assets is being made, with such pro forma adjustments
      for transactions consummated on or prior to or simultaneously with the date of the calculation as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed
      Charge Coverage Ratio.

    

    

    “Treasury Rate”  means, as of any Redemption Date, the rate per annum equal to the yield to maturity as of such Redemption Date of United States Treasury securities with
      a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer
      published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2024; provided that if the period from the Redemption Date to May 1, 2024
      is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

    

    

    “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

    

    

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

    

    

    “Unlegended Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and deposited with or on behalf of and
      registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

    

    

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

    

    

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

    

    

    
      -30-

      
        


    

    “Unrestricted Subsidiary” means:

    

    

    (1)          any Subsidiary of the Issuer which at the time of determination
        is an Unrestricted Subsidiary (as designated by the Issuer, as provided below);

    

    

    (2)          any Subsidiary of an Unrestricted Subsidiary; and

    

    

    (3)          as of the Issue Date, WWTAI Container Holdco Ltd., an exempted
        company incorporated with limited liability under the laws of Bermuda, and Long Ridge Terminal LLC, a limited liability company organized under the laws of Delaware (and all Subsidiaries of each of the foregoing).

    

    

    The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
      unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so
      designated); provided that:

    

    

    (1)          such designation complies with Section 4.07; and

    

    

    (2)          each of:

    

    

    (A)          the Subsidiary to be so designated; and

    

    

    (B)          its Subsidiaries

    

    

    has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any
      Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

    

    

    The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to
      such designation, no Default or Event of Default shall have occurred and be continuing and either:

    

    

    (1)          the Issuer could incur at least $1.00 of additional Indebtedness
        pursuant to the Fixed Charge Coverage Ratio test described in the first sentence under Section 4.09; or

    

    

    (2)          the Fixed Charge Coverage Ratio for the Issuer and its
        Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such
        designation.

    

    

    Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such
      designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

    

    

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

    

    

    “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such
      Person.

    

    

    
      -31-

      
        


    

    “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient
      obtained by dividing:

    

    

    (1)          the sum of the products obtained by multiplying (i) the amount
        of each (A) then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of such Indebtedness or (B) redemption or similar payment, in respect of such
        Disqualified Stock or preferred stock by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between the date of determination and the making of such payment; by

    

    

    (2)          the sum of all such payments.

    

    

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

    

    

    “Wholly-Owned Subsidiary” of any the Issuer means a Subsidiary of the Issuer, 100.0% of the outstanding Capital Stock or other ownership interests of which (other than
      directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by the Issuer or by one or more Wholly-Owned Subsidiaries of the Issuer.

    

    

    SECTION 1.02.        Other Definitions.

    

    

    	
            Term

          	
            Defined in Section

          
	
            “Affiliate Transaction”

          	
            4.11

          
	
            “Asset Sale Offer”

          	
            4.10

          
	
            “Authentication Order”

          	
            2.02

          
	
            “Change of Control Offer”

          	
            4.13

          
	
            “Change of Control Payment”

          	
            4.13

          
	
            “Change of Control Payment Date”

          	
            4.13

          
	
            “Covenant Defeasance”

          	
            8.03

          
	
            “Covenant Suspension Event”

          	
            4.15

          
	
            “DTC”

          	
            2.03

          
	
            “Event of Default”

          	
            6.01

          
	
            “Excess Proceeds”

          	
            4.10

          
	
            “Increased Amount”

          	
            4.12

          
	
            “incur”, “incurrence”

          	
            4.09

          
	
            “Initial Lien”

          	
            4.12

          
	
            “Legal Defeasance”

          	
            8.02

          
	
            “Note Register”

          	
            2.03

          
	
            “Offer Amount”

          	
            3.10

          
	
            “Offer Period”

          	
            3.10

          
	
            “Paying Agent”

          	
            2.03

          
	
            “Permitted Non-Guarantor Indebtedness”

          	
            4.09

          
	
            “Purchase Date”

          	
            3.10

          
	
            “Redemption Date”

          	
            3.07

          
	
            “Refinancing Indebtedness”

          	
            4.09

          
	
             “Refunding Capital Stock”

          	
            4.07

          
	
            “Registrar”

          	
            2.03

          
	
            “Restricted Payments”

          	
            4.07

          
	
            “Retired Capital Stock”

          	
            4.07

          


    

    

    
      -32-

      
        


    

    	
            Term

          	 
	
            “Reversion Date”

          	
            4.15

          
	
            “Successor Company”

          	
            5.01

          
	
            “Successor Person”

          	
            5.01

          
	
            “Suspended Covenants”

          	
            4.15

          
	
            “Suspension Period”

          	
            4.15

          
	
            “Transfer Agent”

          	
            2.03

          


    

    

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

    

    

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

    

    

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

    

    

    (c)          “or” is not exclusive;

    

    

    (d)          the words “including”, “include” or “includes” shall be deemed
        to be followed by the words “without limitation”;

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (i)           “furnish to the Trustee” shall be deemed to be followed by the
        words “or electronically transmit”;

    

    

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

    

    

    (k)          Indebtedness that is unsecured shall not be deemed to be
        subordinated or junior to Secured Indebtedness merely because it is unsecured, and Indebtedness shall not be deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority lien with respect to the same
        collateral.

    

    

    For purposes of this Indenture and the Notes and the interpretation hereof and thereof, unless the context requires otherwise, the term “consolidated” with respect to any
      Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

    

    

    
      -33-

      
        


    

    SECTION 1.04.       Acts of Holders.

    

    

    (a)          Any request, demand, authorization, direction, notice, consent,
        waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. 
        Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer.  Proof of execution of
        any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in
        the manner provided in this Section 1.04.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (f)          Without limiting the foregoing, a Holder entitled to take any
        action under this Indenture with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard
        to all or any part of such principal amount.  Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.04 shall have the same effect as if given or taken by
        separate Holders of each such different part.

    

    

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

    

    

    
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    (h)          The Issuer may, but shall not be obligated to, fix a record date
        for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any
        request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders on such record date or their duly appointed proxy or
        proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.

    

    

    ARTICLE II

    

    

    The Notes

    

    

    SECTION 2.01.       Form and Dating; Terms.

    

    

    (a)          General.  The Notes shall be substantially in the form of
        Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage (provided that any such notation, legend or endorsement is in a form acceptable to the
        Issuer).  Each Note shall be dated the date of the Trustee’s authentication.  The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

    

    

    (b)          Global Notes.  Notes issued in global form shall be
        substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially
        in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding
        Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may
        from time to time be reduced or increased, as applicable, to reflect exchanges, repurchases and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes
        represented thereby shall be made by the Trustee as Custodian (or if the Trustee and the Custodian are not the same Person, by the Custodian at the direction of the Trustee), in accordance with instructions given by the Holder thereof as required
        by Section 2.06.

    

    

    (c)          Regulation S Global Notes.  Notes offered and sold in
        reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and registered in the name
        of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  Upon the expiry of the
        Restricted Period, beneficial interests in the Legended Regulation S Global Note shall be exchanged for beneficial interests in the Unlegended Regulation S Global Note pursuant to Section 2.06 and the Applicable Procedures.  Simultaneously with the
        authentication of a Unlegended Regulation S Global Note, the Trustee shall cancel the corresponding Legended Regulation S Global Note.  The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by
        adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

    

    

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

    

    

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

    

    

    The Notes may be required to be repurchased by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of Control Offer as provided in Section 4.13. 
      The Notes shall not be redeemable, other than as provided in Article III.

    

    

    Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to
      or consent of the Holders and shall be consolidated with and form a single class with the other Notes (including any Initial Notes or other Additional Notes) and shall have the same terms as to status, redemption or otherwise as such Notes (other
      than date of issue and, if applicable, the date from which interest shall accrue and the first date on which payment thereof shall be made); provided that the Issuer’s ability to issue Additional Notes shall
      be subject to the Issuer’s compliance with Section 4.09.  Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture.

    

    

    (e)          Euroclear and Clearstream Procedures Applicable.  The
        provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to
        transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

    

    

    SECTION 2.02.       Execution and Authentication.  At least one Officer of the
        Issuer shall execute the Notes by manual or facsimile signature.

    

    

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

    

    

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

    

    

    On the Issue Date, the Trustee shall, upon receipt of the Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial Notes.  In addition, at any
      time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued under this
      Indenture.  In authenticating such Additional Notes, the Trustee shall receive, and be fully protected in relying upon an Opinion of Counsel which shall state:

    

    

    (1)          that the form and terms of such Additional Notes have been
        established in conformity with the provisions of this Indenture; and

    

    

    
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    (2)          that such Additional Notes, when authenticated and delivered by
        the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to
        bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

    

    

    The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so. 
      Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

    

    

    SECTION 2.03.       Registrar, Transfer Agent and Paying Agent.  The Issuer shall
        maintain (i) a registrar with an office or agency where Notes may be presented for registration (the “Registrar”), (ii) a transfer agent with an office or agency where Notes may be presented for transfer or for exchange (the “Transfer
          Agent”) and (iii) a paying agent with an office or agency where Notes may be presented for payment (the “Paying Agent”).  The Registrar shall maintain a register reflecting ownership of the Notes outstanding from time to time (“Note
          Register”) and upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Note Register.  The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying
        agents.  The term “Registrar” includes any co-registrar.  The term “Transfer Agent” includes any co-transfer agent.  The term “Paying Agent” includes any additional paying agents.  The Issuer initially appoints the Trustee as (i) Registrar,
        Transfer Agent and Paying Agent and (ii) the Custodian with respect to the Global Notes.  The Issuer may change the Paying Agents, the Transfer Agents or the Registrars without prior notice to the Holders.  The Issuer shall notify the Trustee in
        writing of the name and address of any Agent not a party to this Indenture.  If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Issuer or any Guarantor may act as a Paying
        Agent or a Registrar.  All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuer, the Trustee and the Agent, as applicable. In acting hereunder and in connection with the Notes, the Paying Agent and
        Registrar shall act solely as agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder.

    

    

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

    

    

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

    

    

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

    

    

    
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    SECTION 2.06.       Transfer and Exchange.

    

    

    (a)          Transfer and Exchange of Global Notes.  Except as
        otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor.  A beneficial interest in a Global Note shall
        be exchangeable for a Definitive Note if (A) (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (ii) the Depositary has ceased to be a clearing agency registered under the
        Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days of such notice, (B) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall a Legended Regulation S Global Note be exchanged by the Issuer for Definitive Notes other than in accordance with Section 2.06(b)(iii) or (C) there shall have occurred and be
        continuing an Event of Default with respect to the Notes and the Depositary has requested the issuance of Definitive Notes.  Upon the occurrence of any of the preceding events in (A), (B) or (C) above, Definitive Notes delivered in exchange for any
        Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its Applicable Procedures).  Global Notes also may be exchanged
        or replaced, in whole or in part, as provided in Sections 2.07 and 2.10.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be
        authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A), (B) or (C) above and pursuant to Section 2.06(c).  A Global Note may not be exchanged for
        another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided
        in Section 2.06(b) or (c).

    

    

    (b)          Transfer and Exchange of Beneficial Interests in the Global
          Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Neither the Issuer nor any agent of
        the Issuer shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to
        such beneficial ownership interests.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act, or for complying with or
        ensuring compliance with any Applicable Procedures.  Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes pursuant to this clause (b).  Transfers of beneficial interests in the Global
        Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, if applicable, one or more of the other following subparagraphs:

    

    

    (i)            Transfer of Beneficial Interests in the Same Global Note. 


        Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private
        Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Legended Regulation S Global Note
        may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a
        beneficial interest in an Unrestricted Global Note.  Except as required pursuant to the Private Placement Legend, no written orders or instructions shall be required to be delivered to the Transfer Agent to effect the transfers described in this
        Section 2.06(b)(i).

    

    

    
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    (ii)           All Other Transfers and Exchanges of Beneficial Interests
          in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i), the transferor of such beneficial interest must deliver to the Transfer Agent (in each case in form and
        substance satisfactory to the Trustee and the Issuer) either:

    

    

    (A)           (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another
        Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such
        increase; or

    

    

    (B)           (1) if Definitive Notes are at such time permitted to be
        issued under this Indenture, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to
        the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Transfer Agent containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or
        exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Legended Regulation S Global Note other than in
        accordance with Section 2.06(b)(iii).

    

    

    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).

    

    

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

    

    

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

    

    

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

    

    

    
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    (iv)          Transfer and Exchange of Beneficial Interests in a
          Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or
        transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) and the Transfer Agent receives the following:

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall execute and,
      upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in
      exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct
      the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for
      a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

    

    

    (ii)           Beneficial Interests in a Legended Regulation S Global Note
          to Definitive Notes.  Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial interest in a Legended Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of
        a Definitive Note prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (iv)          Beneficial Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
        thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (A), (B) or (C) of Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate
        principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02,  the Trustee shall authenticate and
        mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names
        and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant.  The Trustee shall mail
        such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the applicable Global Note.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (e)           Transfer and Exchange of Definitive Notes for Definitive
          Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Definitive Notes shall be exchanged for
        Definitive Notes only pursuant to this clause (e).  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Transfer Agent the Definitive Notes duly endorsed or accompanied by a written
        instruction of transfer in form satisfactory to the Transfer Agent duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and
        information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

    

    

    (i)            Restricted Definitive Notes to Restricted Definitive Notes. 


        Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Transfer Agent receives the following:

    

    

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

    

    

    (B)           if the transfer will be made to a Non-U.S. Person in an
        offshore transaction in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (f)           [Reserved].

    

    

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

    

    

    (i)            Private Placement Legend.

    

    

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

    

    

    “THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), AND, ACCORDINGLY,
      THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      HEREIN, THE HOLDER: (1) REPRESENTS THAT IT IS NOT AN ‘‘AFFILIATE’’ (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (‘‘FTAI’’) AND (A) IT IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A ‘‘QIB’’), OR (B) IT IS NOT A U.S. PERSON AND HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
      TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (A) TO FTAI OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A, (C) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E)
      IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO FTAI AND THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
      CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND (4) AGREES THAT ANY SECURITY THAT IS OWNED BY AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FTAI MAY NOT BE RESOLD OR TRANSFERRED BY SUCH AFFILIATE OTHER THAN TO FTAI OR A SUBSIDIARY
      THEREOF OR PURSUANT TO (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT OR (C) ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF
      AVAILABLE) IN A TRANSACTION THAT RESULTS IN SUCH SECURITY NO LONGER BEING A RESTRICTED SECURITY (AS DEFINED UNDER RULE 144). IN THE EVENT ANY SUCH PERSONS BENEFICIALLY OWN AN INTEREST IN THE SECURITY PRIOR TO THE TIME FTAI REMOVES THE RESTRICTIVE
      LEGEND ON THE SECURITY, FTAI MAY REQUIRE THAT SUCH PERSONS HOLD THEIR INTERESTS IN THE SECURITY IN CERTIFICATED FORM BEARING AN APPROPRIATE RESTRICTIVE LEGEND AND A RESTRICTED CUSIP NUMBER. AS USED HEREIN, THE TERMS ‘‘OFFSHORE TRANSACTIONS’’ AND
      ‘‘UNITED STATES’’ HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”

    

    

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

    

    

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

    

    

    “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
      OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
      EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.  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, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
      SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

    

    

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

    

    

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

    

    

    (iv)         Original Issue Discount Legend.  Each Note issued
        hereunder that has more than a de minimis amount of original issue discount for U.S. Federal income tax purposes shall bear a legend in substantially the following form:

    

    

    “THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF
      OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE CHIEF FINANCIAL OFFICER OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, 1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105, TELEPHONE
      NUMBER (212) 798-6100.”

    

    

    (h)          Cancellation and/or Adjustment of Global Notes.  At such
        time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or
        retained and canceled by the Trustee in accordance with Section 2.11.  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 or a particular Global Note has been redeemed or repurchased in part, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement
        shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the
        form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
        increase.

    

    

    
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    (i)           General Provisions Relating to Transfers and Exchanges.

    

    

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

    

    

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

    

    

    (iii)         No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or
      exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.13 and 9.04).

    

    

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

    

    

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

    

    

    (vi)         None of the Registrar, Transfer Agent or the Issuer shall be required (A) to register the transfer of or exchange any Note for a period of 15 days before the
      mailing of a notice of redemption of Notes to be redeemed, (B) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (C) to register the transfer of or to exchange any Notes tendered
      (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

    

    

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

    

    

    (viii)       The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

    

    

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

    

    

    (x)          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 beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     

    

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

    

    

    (xii)        The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, Depositary or other Person with
      respect to the accuracy of the records of Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
      Person (other than a Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) 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 in respect of 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 applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully protected in relying upon information furnished
      by the Depositary with respect to its members, participants and any beneficial owners.

    

    

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

    

    

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

    

    

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

    

    

    If a Note is replaced pursuant to Section 2.07, 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, it ceases to be outstanding and interest on it ceases to accrue.

    

    

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

    

    

    
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    SECTION 2.09.       Treasury Notes.  In determining whether the Holders of the required
        principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the
        Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.  Notwithstanding the foregoing, Notes that are to be acquired
        by the Issuer, any Subsidiary of the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other similar agreement shall not be deemed to be owned by the Issuer, a Subsidiary of the Issuer or an Affiliate of the Issuer
        until legal title to such Notes passes to the Issuer, such Subsidiary or such Affiliate, as the case may be.

    

    

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

    

    

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

    

    

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

    

    

    SECTION 2.12.       Defaulted Interest.  If the Issuer defaults in a payment of interest
        on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
        Section 4.01. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of
        money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
        trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuer shall fix or cause to be fixed each such special record date and payment date; provided
        that no such special record date shall be less than ten days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee, in the
        name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, (or otherwise deliver in accordance with the applicable procedures of the Depositary) to each Holder a notice at his or her address as it appears
        in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

    

    

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

    

    

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

    

    

    ARTICLE III

    

    

    Redemption

    

    

    SECTION 3.01.       Notices to Trustee.  If the Issuer elects to redeem Notes pursuant to
        Section 3.07, it shall furnish to the Trustee, at least five Business Days (or such later date acceptable to the Trustee) before notice of redemption is mailed or caused to be mailed (or otherwise sent in accordance with the applicable procedures
        of the Depositary) to the applicable Holders pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the
        Redemption Date (subject to any conditions precedent applicable thereto), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price (or manner of calculation if not then known).  If the redemption price is not known at
        the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Notes and/or this Indenture, will be set forth in an Officers’ Certificate delivered to the Trustee no later than the Redemption Date.

    

    

    SECTION 3.02.       Selection of Notes to Be Redeemed.  If less than all of the Notes are
        to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be
        redeemed in part.

    

    

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

    

    

    SECTION 3.03.       Notice of Redemption.  The Issuer shall mail or cause to be mailed by
        first-class mail (or otherwise delivered in accordance with the applicable procedures of the Depositary), notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder at such Holder’s registered address
        or otherwise in accordance with the applicable procedures of the Depositary, except that redemption notices may be mailed (or otherwise sent in accordance with the applicable procedures of the Depositary) more than 60 days prior to a Redemption
        Date if the notice is issued in connection with Article VIII, Article XI or a redemption of the Notes subject to one or more conditions precedent.  If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall
        state the portion of the principal amount thereof that has been or is to be redeemed.  In the case of any book-entry only Notes, notices of redemption shall be given to DTC in accordance with its applicable procedures.  The Issuer shall issue a new
        Note in a principal amount equal to the unredeemed portion of the original Note redeemed in the name of the Holder thereof upon cancellation of the original Note.

     

      

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

    

    

    (A)         subject to clause (I) below, the Redemption Date;

    

    

    (B)          the redemption price (or manner of calculation if not then
        known);

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (I)           any condition to such redemption.

    

    

    At the Issuer’s written request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided
      that the Issuer shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed (or sent or caused to be sent in accordance with the applicable procedures of the Depositary)
      to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
      this Section 3.03.

    

    

    Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or
      more conditions precedent, including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction.  In addition, if such redemption is subject to satisfaction of one or more conditions
      precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the applicable Redemption Date may be delayed until such time as any or all such conditions shall be satisfied
      (or waived by the Issuer in its sole discretion) or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the
      applicable Redemption Date as stated in such notice, or by the applicable Redemption Date as so delayed.  The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
      redemption may be performed by another Person.

     

    

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

    

    

    SECTION 3.05.       Deposit of Redemption Price.  Prior to 11:00 a.m. (New York City
        time) on the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date.  On the written request of the Issuer, the Paying
        Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

    

    

    If the Issuer complies with the provisions of this Section 3.05, on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of the Notes
      called for redemption.  If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date 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 shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with this Section 3.05, interest shall be paid on the unpaid
      principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

    

    

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

    

    

    SECTION 3.07.       Optional Redemption.

    

    

    (a)          Prior to May 1, 2024, the Issuer may, at its option and at any
        time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not
        including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

    

    

    
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    (b)          From and after May 1, 2024, the Issuer may, at its option and at
        any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below, plus accrued and unpaid interest thereon, if any,
        to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May
        1 of each of the years indicated below:

    

    

    	
            Year

          	 	
            Percentage

          	 
	
            2024

          	 	 	
            102.750

          	
            %

          
	
            2025

          	 	 	
            101.375

          	
            %

          
	
            2026 and thereafter

          	 	 	
            100.000

          	
            %

          


    

    

    (c)          In addition, at any time prior to May 1, 2024, the Issuer may, at
        its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the
        applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds of one or more Equity Offerings (within 180 days of the
        consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption.

    

    

    (d)          The Issuer may, at its option and at any time, redeem the Notes
        at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest
        due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change
        of Control.

    

    

    SECTION 3.08.       Mandatory Redemption.  Except as provided for in Sections 4.10 and
        4.13, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

    

    

    SECTION 3.09.       [Reserved].

    

    

    SECTION 3.10.       Offers to Repurchase by Application of Excess Proceeds.

    

    

    (a)          In the event that, pursuant to Section 4.10, the Issuer shall be
        required to commence an Asset Sale Offer, it shall follow the procedures specified below.

    

    

    (b)          The Asset Sale Offer shall remain open for a period of 20
        Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase


          Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required by the terms of any Pari Passu Indebtedness, such Pari Passu Indebtedness (on a pro
          rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made in the same manner as
        interest payments are made.

    

    

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

    

    

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

    

    

    (i)            that the Asset Sale Offer is being made pursuant to this
        Section 3.10 and Section 4.10 and the length of time the Asset Sale Offer shall remain open;

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (viii)        that, if the aggregate principal amount of Notes and Pari Passu
        Indebtedness surrendered by the Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the
        rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part; and

    

    

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

    

    

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

    

    

    (f)           The Issuer, the Depositary or the Paying Agent, as the case may
        be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the
        Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder in a principal amount equal to any unpurchased portion of the Note surrendered
        representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.  Any Note
        not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

    

    

    ARTICLE IV

    

    

    Covenants

    

    

    SECTION 4.01.       Payment of Notes.  The Issuer shall pay or cause to be paid to the
        Paying Agent the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than
        the Issuer or a Subsidiary, holds on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  In any case where an Interest Payment
        Date, Redemption Date or any other stated maturity of any payment required to be made on the Notes shall not be a Business Day, then each such payment need not be made on such date, but shall be made on the next succeeding Business Day with the
        same force and effect as if made on such Interest Payment Date, Redemption Date or stated maturity of such payment and no additional interest shall be payable as a result of such delay in payment.

    

    

    The Issuer shall pay the Paying Agent interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then
      applicable interest rate on the Notes to the extent lawful; it shall pay the Paying Agent interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent
      lawful.

    

    

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

    

    

    
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    The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
      time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of their obligation to maintain an office or agency required under Section 2.03. 
      The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

    

    

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

    

    

    SECTION 4.03.       Reports and Other Information.

    

    

    (a)          Notwithstanding that the Issuer may not be subject to the
        reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer
        shall be required to file with the SEC, or provide the Trustee and the Holders with:

    

    

    (1)           within 90 days (or the successor time period then in effect
        under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K, or any successor or comparable form;

    

    

    (2)           within 45 days (or the successor time period then in effect
        under the Exchange Act for a non-accelerated filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Issuer on Form 10-Q, or
        any successor or comparable form; and

    

    

    (3)           within the time periods specified for filing Current Reports on
        Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, current reports on Form 8-K, or any
        successor or comparable form; provided that no such Current Reports shall be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in
        good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole.

    

    

    Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor
      subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or
      provision in respect thereof) or any other rule or regulation implementing Section 404 of the Sarbanes-Oxley Act of 2002, or by Item 402 of Regulation S-K and (B) if any direct or indirect parent company of the Issuer is a Guarantor of the Notes, the
      reports, information and other documents required to be filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements
      of clauses (1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents and the Capital Stock of the Issuer and Restricted Subsidiaries) such annual and
      quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company and its consolidated Subsidiaries on the one hand, and the Issuer and the Restricted
      Subsidiaries on the other hand.  Delivery of such reports 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

    

    

    
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    (b)          Notwithstanding anything herein to the contrary, (A) the Issuer
        shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated
        to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to
        providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so
        filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and
        any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.

    

    

    (c)           If the Issuer has designated any of its Subsidiaries as an
        Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially
        comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary—Our Company”; provided that no such information
        shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its
        Subsidiaries on a consolidated basis.

    

    

    (d)          So long as the Notes are outstanding and the reports required to
        be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are
        given access promptly upon request and to which all the reports required by this Section 4.03 are posted.

    

    

    (e)           To the extent not satisfied by the reports referred to in
        Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as
        the Notes are not freely transferable under the Securities Act.

    

    

    (f)           The Trustee shall have no obligation to determine whether or not
        such information, documents or reports in this Section have been filed by the Issuer.

    

    

    SECTION 4.04.       Compliance Certificate.

    

    

    (a)           The Issuer shall deliver to the Trustee, within 120 days after
        the end of each fiscal year ending after the Issue Date, an Officers’ Certificate certifying that, as to such Officer signing such certificate, to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and
        every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and is continuing,
        describing all such Defaults of which he or she may have knowledge).

    

    

    
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    (b)           The Issuer shall, within five Business Days, upon becoming aware
        of any Default or Event of Default or any default under any document, instrument or agreement representing Indebtedness of the Issuer or any Guarantor, deliver to the Trustee a statement specifying such Default or Event of Default.

    

    

    SECTION 4.05.       Taxes.  The Issuer shall, and shall cause each of its Restricted
        Subsidiaries to, pay, before the same shall become delinquent or in default, all material taxes, assessments, and governmental levies except where (a) the validity or amount thereof is being contested in good faith by appropriate negotiations or
        proceedings or (b) the failure to make such payment is not adverse in any material respect to the Holders of the Notes.

    

    

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

    

    

    SECTION 4.07.       Limitation on Restricted Payments.

    

    

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

    

    

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

    

    

    (A)           dividends or distributions by the Issuer payable in Equity
        Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests; or

    

    

    (B)           dividends or distributions by a Restricted Subsidiary so long
        as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

    

    

    (ii)           purchase, redeem, defease or otherwise acquire or retire for
        value any Equity Interests of the Issuer, including in connection with any consolidation, amalgamation or merger;

    

    

    (iii)          make any principal payment on, or redeem, repurchase, defease
        or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than (x) the purchase, repurchase or other acquisition of Subordinated Indebtedness
        purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition, and (y) Indebtedness of the Issuer to a Restricted
        Subsidiary or a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; or

    

    

    (iv)          make any Restricted Investment;

    

    

    
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    (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

    

    

    (1)           no Default or Event of Default shall have occurred and be
        continuing or would occur as a consequence thereof;

    

    

    (2)           immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a); and

    

    

    (3)           such Restricted Payment, together with the aggregate amount of
        all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after March 15, 2017 (including Restricted Payments permitted by clause (1) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section
        4.07(b)), is less than the sum of:

    

    

    (A)           50.0% of the Consolidated Net Income of the Issuer for the
        period (taken as one accounting period) from January 1, 2017 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such
        Consolidated Net Income for such period is a deficit, minus 100.0% of such deficit; plus

    

    

    (B)           100.0% of the aggregate net cash proceeds and the Fair Market
        Value of marketable securities or other property received by the Issuer after March 15, 2017 (other than net cash proceeds received by the Issuer to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or
        preferred stock pursuant to Section 4.09(b)(12)) from the issue or sale of:

    

    

    (i) Equity Interests of the Issuer, or

    

    

    (ii) debt securities, Designated Preferred Stock or Disqualified Stock of the Issuer or any Restricted Subsidiary that have been converted into or exchanged
      for such Equity Interests of the Issuer;

    

    

    provided that this clause (B) shall not include the proceeds from (a) Refunding Capital Stock, (b) Equity Interests
      or converted or exchanged debt securities of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be or (c) Disqualified Stock or debt securities that have been converted into or exchanged for Disqualified Stock; plus

    

    

    (C)           100.0% of the aggregate amount of cash and the Fair Market
        Value of marketable securities or other property contributed to the capital of the Issuer following March 15, 2017 (other than (x) by a Restricted Subsidiary or (y) net cash proceeds of any such contributed capital to the extent such net cash
        proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 4.09(b)(12)), plus

    

    

    (D)           100.0% of the aggregate amount received in cash and the Fair
        Market Value of marketable securities or other property received by the Issuer or a Restricted Subsidiary by means of:

    

    

    (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted
      Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuer and its Restricted Subsidiaries in
      each case after March 15, 2017; or

    

    

    
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    (ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent such Investment
      constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary in each case after March 15, 2017; plus

    

    

    (E)            in the case of the redesignation of an Unrestricted
        Subsidiary as a Restricted Subsidiary after March 15, 2017, the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than to the
        extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to Section 4.07(b)(6) or to the extent such Investment constituted a Permitted Investment; plus

    

    

    (F)            $25,000,000.

    

    

    (b)          Section 4.07(a) shall not prohibit any of the following:

    

    

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

    

    

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

    

    

    (A)           the principal amount (or accreted value) of such new Indebtedness does not exceed the principal amount (or accreted value), plus any accrued
      and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, plus the amount of any premium and any tender premiums, defeasance costs or other fees and expenses incurred in connection with the issuance of
      such new Indebtedness,

    

    

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

    

    

    (C)           such Indebtedness (x) has a Weighted Average Life to Maturity which is not less than the remaining Weighted Average Life to Maturity of the
      Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (y) requires no or nominal payments in cash prior to the date that is 91 days following the maturity of the Notes (other than scheduled payments prior to the date that
      is 91 days following the maturity of the Notes not in excess of, or prior to, the scheduled payments due prior to such date for the Indebtedness being so redeemed, repurchased, acquired or retired);

    

    

    
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    (3)           a Restricted Payment to pay for the repurchase, retirement or
        other acquisition or retirement for value of common Equity Interests of the Issuer held by any future, present or former employee, member of management, officer, director or consultant (or any spouses, successors, executors, administrators, heirs
        or legatees of any of the foregoing) of the Issuer or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription
        or shareholder agreement; provided that the aggregate Restricted Payments made under this clause (3) may not exceed in any calendar year $5,000,000 (with unused amounts in any calendar year being carried
        over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10,000,000 in any calendar year); provided, further,
        that any such amount under this clause (3) in any calendar year may be increased by an amount not to exceed:

    

    

    (A)           the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer to employees, members of management,
      officers, directors or consultants of the Issuer or any of its Subsidiaries that occurred after March 15, 2017, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted
      Payments by virtue of Section 4.07(a)(3); plus

    

    

    (B)           the cash proceeds of key man life insurance policies received by the Issuer and the Restricted Subsidiaries after March 15, 2017; less

    

    

    (C)           the amount of any Restricted Payments previously made pursuant to subclauses (A) and (B) of this Section 4.07(b)(3);

    

    

    provided, further, that (x) the Issuer may elect to apply all or any
      portion of the aggregate increase contemplated by subclauses (A) and (B) of this Section 4.07(b)(3) in any calendar year and (y) cancellation of Indebtedness owing to the Issuer from any present or former employee, member of management, officer,
      director or consultant of the Issuer or any of its Subsidiaries in connection with the repurchase of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer shall not be deemed to constitute a Restricted Payment for
      purposes of this covenant or any other provision of this Indenture;

    

    

    (4)           the declaration and payment of dividends to holders of any class
        or series of Disqualified Stock of the Issuer or any other Restricted Subsidiary or any class or series of preferred stock of any Restricted Subsidiary issued in accordance with Section 4.09 to the extent such dividends are included in the
        definition of Fixed Charges;

    

    

    (5)           the declaration and payment of dividends to holders of any
        class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after March 15, 2017; provided that the aggregate amount of dividends paid pursuant to this clause shall
        not exceed the aggregate amount of cash actually received by the Issuer from the sale of such Designated Preferred Stock; provided, however, in the case of this
        Section 4.07(b)(5), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance
        on a pro forma basis, the Issuer and the Restricted Subsidiaries could incur $1.00 of additional Indebtedness under Section 4.09(a);

    

    

    
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    (6)           Investments in Unrestricted Subsidiaries made after the Issue
        Date having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this Section 4.07(b)(6) that are at the time outstanding, not to exceed $50,000,000 at the time of such investment; provided that the dollar amount of Investments made pursuant to this Section 4.07(b)(6) may be reduced by the Fair Market Value of the proceeds received by the Issuer and/or its Restricted Subsidiaries from the subsequent sale,
        disposition or other transfer of such Investments (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

    

    

    (7)           (A) repurchases of Equity Interests deemed to occur upon
        exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and repurchases of Equity Interests or options to purchase Equity Interests in connection with the exercise of
        stock options to the extent necessary to pay applicable withholding taxes, and (B) payment of dividend equivalents pursuant to grants of Equity Interests to employees and directors of the Issuer or any of its Restricted Subsidiaries under the
        Issuer’s equity incentive plans;

    

    

    (8)           Restricted Payments that are made with Excluded Contributions;

    

    

    (9)           other Restricted Payments in an aggregate amount taken together
        with all other Restricted Payments made pursuant to this Section 4.07(b)(9) not to exceed the greater of (x) $130,000,000 and (y) 4.0% of Total Assets;

    

    

    (10)         Restricted Payments by the Issuer or any Restricted Subsidiary to
        allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

    

    

    (11)         the purchase by the Issuer of fractional shares arising out of
        stock dividends, splits or combinations or business combinations;

    

    

    (12)         distributions or payments of Securitization Fees, sales
        contributions and other transfers of Securitization Assets and purchases and repurchases of Securitization Assets in connection with a Qualified Securitization Financing;

    

    

    (13)         (A) payments by the Issuer or any Restricted Subsidiary to its
        Manager, the General Partner or any Permitted Holder (whether directly or indirectly) of management, consulting, monitoring, refinancing, transaction or advisory fees, and related expenses or termination fees, including payments or reimbursements
        made to satisfy advances or payments made on behalf of or for the Issuer or any Restricted Subsidiary, (B) customary payments and reimbursements by the Issuer or any Restricted Subsidiary to its Manager, the General Partner or any Permitted Holder
        (whether directly or indirectly) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures and (C) any payments,
        reimbursements or other transactions pursuant to the Management Agreement;

    

    

    (14)         the repurchase, redemption or other acquisition or retirement
        for value of any Subordinated Indebtedness required pursuant to the provisions similar to those described in Section 4.10 and Section 4.13; provided that there is a concurrent or prior Asset Sale Offer or
        Change of Control Offer, as applicable, and all Notes tendered by Holders in connection with such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

    

    

    (15)         payment or distributions to satisfy dissenters’ or appraisal
        rights pursuant to or in connection with a consolidation, merger or transfer of assets that complies with Section 5.01;

    

    

    
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    (16)         dividends or other distributions of Capital Stock of, or
        Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents);

    

    

    (17)         dividends or other distributions in an amount equal to the net
        proceeds received by the Issuer or any Restricted Subsidiary from any sale of Equity Interests in Borr Drilling Limited (formerly Magni Drilling Limited);

    

    

    (18)         (A) any Restricted Payment in exchange for, or out of the
        proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer (other than any Disqualified Stock) (“Refunding Capital Stock”) and (B) if immediately prior to the redemption,
        repurchase, retirement or other acquisition of any Equity Interests of the Issuer (“Retired Capital Stock”), the Issuer and the Restricted Subsidiaries could incur $1.00 of additional Indebtedness under Section 4.09(a), the declaration and
        payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement; and

    

    

    (19)         the declaration and payment or distribution by the Issuer of any
        annual or quarterly dividend on its common shares if, at the time of declaration of and after giving pro forma effect to such payment or distribution, the Debt to Total Capitalization Ratio would be less
        than or equal to 0.60 to 1.00;

    

    

    provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under
      clauses (4), (5), (6), (9) and (17) of this Section 4.07(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (19) of this Section 4.07(b), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

    

    

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

    

    

    (d)          For purposes of this Section 4.07, if any Investment or
        Restricted Payment (or a portion thereof) would be permitted pursuant to one or more provisions described in this Section 4.07 and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuer may divide and
        classify such Investment or Restricted Payment (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as
        so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

    

    

    
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    SECTION 4.08.       Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

    

    

    (a)           The Issuer shall not, and shall not permit any Restricted
        Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

    

    

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

    

    

    (B)          pay any Indebtedness owed to the Issuer or any Restricted
        Subsidiary;

    

    

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

    

    

    (3)           sell, lease or transfer any of its properties or assets to the
        Issuer or any Restricted Subsidiary that is a Guarantor.

    

    

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

    

    

    (1)           contractual encumbrances or restrictions in effect on the Issue
        Date;

    

    

    (2)           this Indenture and the Notes and the Guarantees thereof;

    

    

    (3)           purchase money obligations for property acquired in the
        ordinary course of business and lease obligations (including Capitalized Lease Obligations and any encumbrance or restriction pursuant to any arrangement entered into in the ordinary course of business providing for the lease or rental by a
        customer of the Issuer or any Restricted Subsidiary, as the case may be, from the Issuer or any such Restricted Subsidiary, as lessor, of any assets or personal property and any amendment, extension, renewal, modification or combination of any of
        the foregoing, including the sale of assets to lease customers upon termination any of the foregoing pursuant to the terms thereof) that impose restrictions of the nature discussed in Section 4.08(a)(3) above on the property so acquired;

    

    

    (4)           applicable law or any applicable rule, regulation or order;

    

    

    (5)           any agreement or other instrument of a Person acquired by the
        Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person so acquired and
        its Subsidiaries, other than the Person and its Subsidiaries, or the property or assets of the Person, so acquired;

    

    

    (6)           contracts for the sale of assets or the sale of a Subsidiary,
        including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary that impose restrictions on the
        assets to be sold;

    

    

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

    

    

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

    

    

    (9)           Indebtedness, Disqualified Stock or preferred stock of any
        Restricted Subsidiary that is not a Guarantor permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 that impose restrictions solely on Restricted Subsidiaries that are not Guarantors party thereto;

    

    

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

    

    

    (11)         customary provisions contained in leases and other agreements
        entered into in the ordinary course of business;

    

    

    (12)         customary provisions contained in licenses or sub-licenses of
        intellectual property and software or other general intangibles entered into in the ordinary course of business;

    

    

    (13)         restrictions or conditions contained in any trading, netting,
        operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such
        agreement prohibits the encumbrance solely of the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other
        asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

    

    

    (14)         any such encumbrance or restriction pursuant to an agreement
        governing Indebtedness incurred pursuant to Section 4.09, which encumbrances or restrictions are, in the good faith judgment of the Issuer not materially more restrictive, taken as a whole, than customary provisions in comparable financings and
        that the management of the Issuer determines, at the time of such financing, shall not materially impair the Issuer’s ability to make payments as required under the Notes;

    

    

    (15)         restrictions created in connection with any Qualified
        Securitization Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Financing; and

    

    

    (16)         any encumbrances or restrictions of the type referred to in
        clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1)
        through (15) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing are, in the good faith judgment of
        the Issuer, no more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

    

    

    
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    SECTION 4.09.       Limitation on Incurrence of Indebtedness and Issuance of Disqualified
          Stock and Preferred Stock.

    

    

    (a)          The Issuer shall not, and shall not permit any Restricted
        Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any
        Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of
        Disqualified Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries for the 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 preferred stock is issued would have been at least 2.00 to 1.00, determined on a pro forma
        basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may
        be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of
        Indebtedness (including Acquired Indebtedness) that may be incurred and Disqualified Stock or preferred stock that may be issued pursuant to this Section 4.09(a) by Restricted Subsidiaries (other than FTAI Energy Holdings LLC, Delaware River
        Partners Holdco LLC and their respective Subsidiaries) that are not Guarantors shall not exceed the greater of (x) $190,000,000 and (y) 6.0% of Total Assets.

    

    

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

    

    

    (1)           the incurrence of Indebtedness of the Issuer or any of the
        Guarantors under Credit Facilities in an aggregate amount at any time outstanding pursuant to this Section 4.09(b)(1) not to exceed the greater of (x) $300,000,000 and (y) 9.0% of Total Assets;

    

    

    (2)           the incurrence by the Issuer and any Guarantor of Indebtedness
        represented by the Notes (other than any Additional Notes) (including any Guarantee);

    

    

    (3)           Existing Indebtedness (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

    

    

    (4)           Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Issuer or any Guarantor, to finance the purchase, lease, improvement, development, construction, remanufacturing,
        refurbishment, handling and repositioning or repair of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an
        aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this Section 4.09(b)(4) and including all Refinancing
        Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this Section 4.09(b)(4), does not exceed the greater of (x) $195,000,000 and (y) 6.0% of Total Assets;

    

    

    (5)           Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued, or deposits made, in the ordinary course of business,
        including letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in
        connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation
        claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

    

    

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

    

    

    (7)           Indebtedness of the Issuer to a Restricted Subsidiary; provided that, other than in the case of (i) intercompany liabilities incurred in the ordinary course of business in connection
        with the cash management operations of the Issuer and the Restricted Subsidiaries and (ii) intercompany lease obligations, any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the
        Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing
        to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this Section
        4.09(b)(7);

    

    

    (8)           Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that, other than in the case of (i) intercompany current liabilities incurred in the
        ordinary course of business in connection with the cash management operations of the Issuer and its subsidiaries to finance working capital needs of the Restricted Subsidiaries and (ii) intercompany lease obligations, if a Guarantor incurs such
        Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further,
        that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed in each case to be an incurrence of such Indebtedness not permitted by this Section 4.09(b)(8);

    

    

    (9)           shares of preferred stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any
        other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Issuer or another Restricted Subsidiary) shall be deemed in each
        case to be an issuance of such shares of preferred stock not permitted by this Section 4.09(b)(9);

    

    

    (10)         Hedging


        Obligations (excluding Hedging Obligations entered into for speculative purposes) and any guarantees thereof;

    

    

    (11)         obligations


        in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and guarantees of indemnification obligations provided by the Issuer or any Restricted Subsidiary in the ordinary course
        of business or consistent with past practice or industry practice;

    

    

    (12)         Indebtedness, Disqualified Stock and preferred stock of the
        Issuer or any Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and
        preferred stock then outstanding and incurred pursuant to this Section 4.09(b)(12) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock or preferred stock incurred pursuant
        to this Section 4.09(b)(12), does not at any one time outstanding exceed the sum of:

    

    

    (A)           the greater of (1) $130,000,000 and (2) 4.0% of Total Assets; plus

    

    

    
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    (B)           100.0% of the net cash proceeds received by the Issuer after March 15, 2017 from the issue or sale of Equity Interests of the Issuer or cash
      contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with Section 4.07(a)(3)(B) and (C) to the extent such
      net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other than Permitted Investments
      specified in clauses (1) and (3) of the definition thereof);

    

    

    (13)         (a) any guarantee by the Issuer of Indebtedness or other
        obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (b) any guarantee by a Restricted Subsidiary of Indebtedness of the
        Issuer or another Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by the Issuer or such other Restricted Subsidiary is permitted under the terms of this Indenture;

    

    

    (14)         the incurrence by the Issuer or any Restricted Subsidiary of
        Indebtedness, Disqualified Stock or preferred stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under Section 4.09(a) and clauses (2), (3), (14),
        (15), (17) and (24) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or preferred stock issued to extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or preferred stock including additional
        Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums (including tender premiums), defeasance costs, underwriting discounts, other costs and expenses and fees in connection therewith (the “Refinancing Indebtedness”)
        prior to its respective maturity; so long as such Refinancing Indebtedness:

    

    

    (A)           solely in the case of Indebtedness incurred pursuant to Section 4.09(b)(3) or any Refinancing Indebtedness of such Indebtedness, (x) has a
      Weighted Average Life to Maturity which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being so extended, replaced, refunded, refinanced, renewed or defeased or (y) requires no or nominal payments in cash prior
      to the date that is 91 days following the maturity of the Notes (other than scheduled payments prior to the date that is 91 days following the maturity of the Notes not in excess of, or prior to, the scheduled payments due prior to such date for the
      Indebtedness being so extended, replaced, refunded, refinanced, renewed or defeased);

    

    

    (B)           to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (x) Indebtedness subordinated in right
      of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (y) Disqualified Stock or
      preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively; and

    

    

    
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    (C)           shall not include

    

    

    (x)  Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or
      preferred stock of the Issuer; or

    

    

    (y)  Indebtedness, Disqualified Stock or preferred stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
      Stock or preferred stock of a Guarantor.

    

    

    (15)         Indebtedness,


        Disqualified Stock or preferred stock (x) of the Issuer or any Restricted Subsidiary incurred, issued or assumed in connection with or in anticipation of an acquisition of any assets (including Capital Stock), business or Person and (y) of Persons
        that are acquired by the Issuer or any Restricted Subsidiary or consolidated, amalgamated or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that
        after giving effect to such acquisition, consolidation, amalgamation or merger, either:

    

    

    (A)           the Issuer 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); or

    

    

    (B)           the Fixed Charge Coverage Ratio is greater than immediately prior to such acquisition, consolidation, amalgamation or merger;

    

    

    (16)         Indebtedness


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

    

    

    (17)         Indebtedness (including Capitalized Lease Obligations),
        Disqualified Stock and preferred stock, including any predelivery payment financing, incurred by the Issuer or any Restricted Subsidiary, that is incurred for the purpose of purchasing, leasing, acquiring, improving or modifying, and is secured by,
        any aircraft, engines, spare parts or similar assets, including in the form of financing from aircraft or engine manufacturers or their affiliates and whether through the direct purchase of assets or the Capital Stock or Indebtedness of any Person
        owning such assets, so long as the amount of such Indebtedness does not exceed the purchase price of such aircraft, engines, spare parts or similar assets and any improvements or modifications thereto and is incurred not later than two years after
        the date of such purchase, lease, acquisition, improvement or modification;

    

    

    (18)         Indebtedness


        or guarantees of Indebtedness of the Issuer or any Guarantor in connection with or on behalf of joint ventures in a Similar Business in an aggregate principal amount, including all Refinancing Indebtedness incurred to refund, refinance or replace
        any other Indebtedness or guarantees of Indebtedness incurred pursuant to this clause (18), not to exceed 3.0% of Total Assets at any one time outstanding pursuant to this clause (18);

    

    

    (19)         Indebtedness of the Issuer or any Restricted Subsidiary
        consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

    

    

    
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    (20)         Indebtedness


        of the Issuer or any Restricted Subsidiary arising in connection with trade creditors or customers or endorsements of instruments for deposit, in each case, in the ordinary course of business;

    

    

    (21)         Indebtedness


        of the Issuer or any Restricted Subsidiary pursuant to any Qualified Securitization Financing;

    

    

    (22)         Indebtedness consisting of Indebtedness from the repurchase,
        retirement or other acquisition or retirement for value by the Issuer of common stock (or options, warrants or other rights to acquire common stock) of the Issuer from any future, current or former officer, director, manager, employee or consultant
        (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Issuer or any of its Subsidiaries or their authorized representatives to the extent described in Section 4.07(b)(3);

    

    

    (23)Indebtedness of the Issuer or any Restricted Subsidiary undertaken in
        connection with cash management and related activities, including netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, with respect to the Issuer, any
        Subsidiary or joint venture in the ordinary course of business;

    

    

    (24)         Indebtedness of the Issuer or any Restricted Subsidiary borrowed
        from or guaranteed by any federal, state or local governmental entities or agencies incurred for investment in, or the purchase, lease, development, construction, maintenance or improvement of property (real or personal) or equipment that is used
        or useful in, a Similar Business;

    

    

    (25)         Non-Recourse Indebtedness of the Issuer or any Restricted
        Subsidiary incurred to finance the purchase, lease, improvement, development, construction, remanufacturing, refurbishment, handling and repositioning or repair of property (real or personal) or equipment or to refinance other Non-Recourse
        Indebtedness incurred pursuant to this clause (25);

    

    

    (26)         Indebtedness incurred or Disqualified Stock issued by the Issuer
        or any Restricted Subsidiary or preferred stock issued by any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with this Indenture;
        and

    

    

    (27)         Indebtedness, Disqualified Stock or preferred stock of any
        Restricted Subsidiary that is not a Guarantor in an aggregate principal amount, including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this
        clause (27), not to exceed the greater of (x) $130,000,000 and (y) 4.0% of Total Assets.

    

    

    (c)          For purposes of determining compliance with this Section 4.09,
        in the event that an item of Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses (1) through (27) of Section
        4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness in any manner that complies with this covenant and the Issuer may divide and classify an
        item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and (b). Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, Disqualified Stock or
        preferred stock and the reclassification of any operating lease as a Capitalized Lease Obligation as a result of (i) the modification or extension of the term of such lease or (ii) changes in GAAP that are not a result of a modification or
        extension pursuant to clause (i) shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this Section 4.09.

    

    

    
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    (d)          For purposes of determining compliance with any U.S.
        dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date
        such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated
        in a foreign currency, and such refinancing would cause the applicable dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction
        shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii) the
        aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

    

    

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

    

    

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

    

    

    SECTION 4.10.       Asset Sales.

    

    

    (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale unless:

    

    

    (1)           the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (at the time of contractually agreeing to such Asset Sale) of the
        assets or Equity Interests sold or otherwise disposed of; and

    

    

    (2)           except in the case of a Permitted Asset Swap, at least 75% of
        the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

    

    

    (A)           any liabilities (as shown on the Issuer’s, or such Restricted Subsidiary’s most recent internally available balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are
        contingent or by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and as a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are
        indemnified against further liabilities;

    

    

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

    

    

    (C)           any Capital Stock or assets, so long as such receipt of Capital Stock or assets would qualify under Section 4.10(b)(2); and

    

    

    (D)           any Designated Non-cash Consideration received by the Issuer or
        any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of
        (x) $130,000,000 and (y) 4.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving
        effect to subsequent changes in value

    

    

    shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

    

    

    (b)          Within 365 days after the Issuer’s or a Restricted Subsidiary’s
        receipt of the Net Proceeds of any Asset Sale covered by Section 4.10(a), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale:

    

    

    (1)           to make one or more offers to the Holders (and, at the option of the Issuer, the holders of other senior Indebtedness) to purchase Notes (and such senior Indebtedness) pursuant to and subject to the conditions contained in this
        Indenture (each, an “Asset Sale Offer”); provided that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (1), the Issuer or such Restricted Subsidiary
        shall permanently retire such Indebtedness; provided, further, that if the Issuer or such Restricted Subsidiary shall so reduce any senior Indebtedness (other than
        the Notes), the Issuer shall equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders to purchase at a purchase price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest and additional
        interest, if any, the pro rata principal amount of the Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer;

    

    

    (2)           to make an investment in (i) any one or more businesses, (ii) capital expenditures or (iii) acquisitions of other property or long-term assets that, in each of (i), (ii) and (iii), are used or useful in a Similar Business;

    

    

    (3)           to reduce Secured Indebtedness of the Issuer or any Restricted
        Subsidiary and/or to reduce Indebtedness of any Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or any Restricted Subsidiary; provided that the acquisition of
        Indebtedness of a Restricted Subsidiary by the Issuer shall constitute a reduction in such Indebtedness; or

    

    

    (4)           any combination of the foregoing.

    

    

    
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    (c)          Notwithstanding the foregoing, to the extent that repatriation to
        the United States of America of any or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse tax consequence (taking into account any foreign tax
        credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Issuer in its sole discretion exercised in good faith, the portion of such Net Proceeds so affected shall
        not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this Section 4.10(c) shall apply to such
        amounts for so long, but only for so long, as the applicable local law shall not permit repatriation to the United States of America (the Issuer hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to
        take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the
        applicable local law and is not subject to clause (y) of this Section 4.10(c), then such repatriation shall be promptly effected and such repatriated Net Proceeds shall be applied (net of additional taxes payable or reserved against as a result
        thereof) in compliance with this covenant. The time periods set forth in this covenant shall not start until such time as the Net Proceeds may be repatriated (whether or not such repatriation actually occurs).

    

    

    (d)         
        Any Net Proceeds that are not invested or applied as provided within 365 days after the Issuer’s or a Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale shall be deemed to constitute “Excess Proceeds.” In the case of
        Section 4.10(b)(2), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (x) such investment is consummated within 545 days
        after receipt by the Issuer or any Restricted Subsidiary of the Net Proceeds of any Asset Sale, and (y) if such investment is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied shall be deemed to be Excess
        Proceeds. When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Issuer shall make an Asset Sale Offer to all Holders, and, if required by the terms of any other senior Indebtedness of the Issuer, to the holders of such other senior
        Indebtedness, to purchase, on a pro rata basis, the maximum principal amount of Notes and such other senior Indebtedness, that are $2,000 or an integral multiple of $1,000 in excess thereof that may be
        purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100.0% of the principal amount thereof (or, in the case of any other senior Indebtedness offered at a significant original issue discount, 100.0% of the accreted
        value thereof, if permitted by the relevant indenture or other agreement governing such other senior Indebtedness), plus accrued and unpaid interest, if any, to, but not including, the date fixed for the closing of such offer, in accordance with
        the procedures set forth in this Indenture.

    

    

    (e)         
        The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within 30 days after the date that Excess Proceeds exceeds $25,000,000 by giving the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. 
        The Issuer may, at its option, satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days (or such longer
        period provided under this Section 4.10) or with respect to Excess Proceeds of $25,000,000 or less.

    

    

    (f)           To the extent that the aggregate amount of Notes and such senior
        Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate
        principal amount of Notes or the senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Notes and such senior Indebtedness shall be purchased on a pro rata basis
        based on the accreted value or principal amount of the Notes or such senior Indebtedness tendered, subject to adjustments by the Issuer so that no Notes or such other senior Indebtedness are left outstanding in unauthorized denominations. Upon
        completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

    

    

    
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    (g)          Pending


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

    

    

    (h)          The


        Issuer shall comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant
        to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to
        have breached its obligations described in this Indenture by virtue thereof. The provisions under this Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified
        with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

    

    

    SECTION 4.11.       Transactions with Affiliates.

    

    

    (a)           The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or
        enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate
        payments or consideration in excess of $10,000,000, unless:

    

    

    (1)           such Affiliate Transaction is on terms that are not materially
        less favorable to the Issuer or the relevant Restricted Subsidiary at the time of such transaction or at the time of the execution of the agreement providing therefor than those that would have been obtained in a comparable transaction by the
        Issuer or such Restricted Subsidiary with an unrelated Person; and

    

    

    (2)           with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate payments or consideration in excess of $50,000,000, the Issuer delivers to the Trustee a resolution adopted by a majority of the Board of Directors of the Issuer approving such Affiliate Transaction.

    

    

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

    

    

    (1)           transactions between or among the Issuer and/or any of the Restricted Subsidiaries and/or any entity that becomes a Restricted Subsidiary as a result of such transaction;

    

    

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

    

    

    (3)           payment of reasonable and customary fees and reasonable out-of-pocket costs and compensation (including salaries, bonuses and equity) paid to, and reimbursement of expenses and indemnities provided on behalf of, officers,
        directors, employees or consultants of the Issuer or any Restricted Subsidiary;

    

    

    (4)           transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted
        Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(1);

    

    

    
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    (5)           payments or loans (or cancellation of loans) to employees or
        consultants of the Issuer or any Restricted Subsidiary which are approved by the Issuer in good faith;

    

    

    (6)           any agreement as in effect as of the Issue Date, or any
        amendment thereto (so long as any such amendment, taken as a whole, is no less favorable in any material respect to the Issuer and its Restricted Subsidiaries than the agreement in effect on the date of this Indenture (as determined by the Issuer
        in good faith));

    

    

    (7)           the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or joint
        venture, investors or shareholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into
        after the Issue Date shall only be permitted by this Section 4.11(b)(7) to the extent that the terms of any such amendment or new agreement, taken as a whole, is not disadvantageous to the Holders in any material respect compared to the agreement
        in effect on the date of this Indenture (as determined by the Issuer in good faith), or is otherwise customary;

    

    

    (8)           transactions with customers, clients, suppliers, trade
        creditors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture;

    

    

    (9)           the issuance of Equity Interests (other than Disqualified Stock)
        of the Issuer to any Affiliate of the Issuer and other customary rights in connection therewith;

    

    

    (10)         transactions or payments pursuant to any employee, officer or
        director compensation (including bonuses) or benefit plans, employment agreements, severance agreement, indemnification agreements or any similar arrangements entered into in the ordinary course of business or approved by the Issuer;

    

    

    (11)         transactions


        in the ordinary course with (i) Unrestricted Subsidiaries or (ii) joint ventures in which the Issuer or a Subsidiary of the Issuer holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any
        such transactions are no less favorable to the Issuer or such Subsidiary participating in such joint ventures than they are to other joint venture partners, in each case as determined by the Issuer in good faith;

    

    

    (12)         transactions


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

    

    

    (13)         transactions


        involving Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing;

    

    

    (14)         any


        Indebtedness from time to time owing by the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary;

    

    

    (15)         any


        servicing and/or management agreements or arrangements in effect on the Issue Date or any amendment, modification or supplement to such servicing and/or management agreements or arrangements or replacement thereof or any substantially similar
        servicing and/or management agreement or arrangement entered into after the Issue Date;

    

    

    
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    (16)         any


        transaction with an Affiliate of the Issuer where the only consideration paid by the Issuer or any Restricted Subsidiary is the issuance of Equity Interests (other than Disqualified Stock);

    

    

    (17)         the


        licensing or sub-licensing of intellectual property and software or other general intangibles in the ordinary course of business;

    

    

    (18)         investments


        by Fortress or its Affiliates in securities of the Issuer or any Restricted Subsidiary so long as the investment is being or has been offered generally to other unaffiliated investors on the same or more favorable terms or the securities are
        acquired in market transactions;

    

    

    (19)         any


        transactions (including any sale and leaseback transactions or other lease obligations) by and among Fortress or its Affiliates and the Issuer and its Restricted Subsidiaries, as the case may be, so long as the terms of such transaction are not
        materially less favorable to the Issuer or the relevant Restricted Subsidiary at the time of such transaction or at the time of the execution of the agreement providing therefor than those that would be obtained in a comparable transaction by the
        Issuer or such Subsidiary with a non-Affiliate of Fortress; and

    

    

    (20)         (A)


        payments by the Issuer or any Restricted Subsidiary to its Manager, the General Partner or any Permitted Holder (whether directly or indirectly) of management, consulting, monitoring, refinancing, transaction or advisory fees, and related expenses
        or termination fees, including payments or reimbursements made to satisfy advances or payments made on behalf of or for the Issuer or any Restricted Subsidiary, (B) customary payments and reimbursements by the Issuer or any Restricted Subsidiary to
        its Manager, the General Partner or any Permitted Holder (whether directly or indirectly) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with
        acquisitions or divestitures, and (C) any payments, reimbursements or other transactions pursuant to the Management Agreement.

    

    

    SECTION 4.12.       Liens.  The Issuer shall not create, incur, assume or otherwise cause
        or suffer to exist or become effective any Lien that secures obligations under any Indebtedness of the Issuer or any Guarantor (the “Initial Lien”) of any kind upon any of its property or assets, now owned or hereafter acquired except any
        Initial Lien if (i) the Notes are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien or (ii) such Initial Lien is a Permitted
        Lien.

    

    

    Any Lien created for the benefit of the Holders pursuant to clause (i) of the preceding paragraph shall provide by its terms that such Lien shall be automatically and
      unconditionally released and discharged upon the release and discharge of the Initial Lien.

    

    

    With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be
      permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value,
      the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding
      solely as a result of fluctuations in the exchange rate of currencies or increase in the value of property securing Indebtedness.

    

    

    
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    SECTION 4.13.       Offer to Repurchase Upon Change of Control.

    

    

    (a)           If a Change of Control occurs, the Issuer shall make an offer
        to purchase all the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
        interest, if any, to, but not including, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the
        Issuer shall send notice of such Change of Control Offer electronically or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register or otherwise in accordance
        with the procedures of DTC, with the following information:

    

    

    (1)           a Change of Control Offer is being made pursuant to this Section
        4.13, and all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment;

    

    

    (2)           the purchase price and the purchase date (the “Change of
          Control Payment Date”), which shall be no earlier than 10 days nor later than 60 days from the date such notice is given, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described in
        Section 4.13(c);

    

    

    (3)           any Note not properly tendered shall remain outstanding and
        continue to accrue interest;

    

    

    (4)           unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on, but not including, the Change of Control
        Payment Date;

    

    

    (5)           Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed,
        to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

    

    

    (6)           Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the
        close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes
        and its election to have such Notes purchased;

    

    

    (7)           if such notice is mailed or otherwise delivered prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and

    

    

    (8)           Holders whose Notes are being purchased only in part shall be issued Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple
        of $1,000 in excess thereof.

    

    

    
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    While the Notes are in global form and the Issuer makes an offer to purchase all the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect
      for the purchase of the Notes through the facilities of DTC, subject to DTC’s rules and regulations.

    

    

    (b)          The


        Issuer shall not be required to make a Change of Control Offer following 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 4.13 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture pursuant to Section 3.03 unless and until there is a default in payment
        of the applicable redemption price.

    

    

    (c)          Notwithstanding


        anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent including completion of such Change of Control.

    

    

    (d)          Notes


        repurchased by the Issuer pursuant to a Change of Control Offer shall have the status of Notes issued but not outstanding or shall be retired and cancelled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.13(b)
        shall have the status of Notes issued and outstanding.

    

    

    (e)          The


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

    

    

    (f)           On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

    

    

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

    

    

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

    

    

    (3)           at the option of the Issuer, deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and
        purchased by the Issuer.

    

    

    (g) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee, upon the Issuer’s order, shall promptly authenticate and mail to each Holder a
        new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in
        excess thereof. The Issuer shall 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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    SECTION 4.14.       Limitation on Guarantees and Incurrence of Indebtedness by Restricted
          Subsidiaries.

    

    

    (a)          The Issuer shall not permit any of its Restricted Subsidiaries to
        (i) guarantee any Capital Markets Debt or Credit Facility of the Issuer (other than Standard Securitization Undertakings in connection with a Qualified Securitization Financing), or (ii) incur any Capital Markets Debt or Credit Facility in an
        aggregate principal amount in excess of $25,000,000 or guarantee any Capital Markets Debt or Credit Facility of another Restricted Subsidiary in an aggregate principal amount in excess of $25,000,000 (in each case, other than (x) Standard
        Securitization Undertakings in connection with a Qualified Securitization Financing and (y) Acquired Indebtedness), in each case, unless either (A) such Restricted Subsidiary is a Guarantor or (B) such Restricted Subsidiary:

    

    

    (1)           within 45 days of the date on which it guarantees such debt, executes and delivers to the Trustee a supplemental indenture and Guarantee, the form of which is attached as Exhibit D hereto, pursuant to which such Restricted
        Subsidiary shall guarantee on a senior basis all of the Issuer’s obligations under the Notes and this Indenture and other terms contained in the applicable supplemental indenture and subject to the conditions contained in such supplemental
        indenture; and

    

    

    (2)           delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel (which may contain customary exceptions) that such supplemental indenture and Guarantee have been duly authorized, executed and delivered by such
        Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Restricted Subsidiary.

    

    

    (b)          If


        the Issuer otherwise elects to have a Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture and Guarantee, the form of
        which is attached as Exhibit D hereto, pursuant to which such Restricted Subsidiary shall guarantee all of the Issuer’s obligations under the Notes and this Indenture, along with an Officers’ Certificate and an Opinion of Counsel, on the terms set
        forth in Section 4.14(a)(B).

    

    

    (c)          Each


        Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to
        fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

    

    

    (d)          Each


        Guarantee shall be released upon the terms and in accordance with Section 10.06.

    

    

    SECTION 4.15.          Suspension of Certain Covenants.

    

    

    (a)          If on any date following the Issue Date (i) the Notes have
        Investment Grade Ratings from two Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant


          Suspension Event”), the Issuer and the Restricted Subsidiaries shall not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.14 and clause (4) of Section 5.01(a) (collectively, the “Suspended
          Covenants”).  In addition, during the Suspension Period, the Guarantees shall be automatically released and the obligation to grant further Guarantees shall be suspended.

    

    

    (b)          In


        the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes cease
        to have Investment Grade Ratings from two Rating Agencies, then the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.  The period of time between
        the date of the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.”

    

    

    
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    (c)          Upon the occurrence of a Covenant Suspension Event, the amount of
        Excess Proceeds from Net Proceeds shall be reset at zero. During the Suspension Period no additional subsidiary may be designated an Unrestricted Subsidiary unless such designation would have been permitted if Section 4.07 had been in effect at all
        times during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default
        under this Indenture with respect to Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though
        Section 4.07 had been in effect prior to, but not during the Suspension Period, (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period shall be classified to have been incurred or issued
        pursuant to Section 4.09(b)(3), (3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(6), (4) any
        encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during any Suspension Period shall be deemed to be
        permitted pursuant to Section 4.08(b)(1) and (5) no Restricted Subsidiary shall be required to comply with Section 4.14 after such reinstatement with respect to any guarantee entered into or any Indebtedness incurred by such Restricted Subsidiary
        during any Suspension Period.

    

    

    (d)          On and after each Reversion Date, the Issuer and its Subsidiaries
        shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period.

    

    

    (e)          The


        Issuer shall give written notice to the Trustee and the Holders within 30 days of the date of any Covenant Suspension Event and/or any Reversion Date.

    

    

    ARTICLE V

    

    

    Successors

    

    

    SECTION 5.01.       Merger, Consolidation or Sale of All or Substantially All Assets.

    

    

    (a)          The


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

    

    

    (1)           the Issuer shall be the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other
        disposition shall have been made is a Person organized or existing under the laws of a jurisdiction described in clause (a) of the definition of Permitted Jurisdiction (such Person, as the case may be, being herein called the “Successor Company”);

    

    

    
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    (2)           the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture;

    

    

    (3)           immediately after such transaction no Event of Default shall have occurred and be continuing;

    

    

    (4)           immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period:

    

    

    (A)           the Successor Company 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); or

    

    

    (B)           the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction;

    

    

    (5)           each Guarantor, unless it is the other party to the transactions described in Section 5.01(a)(1) through (4), in which case Section 5.01(b)(2) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall
        apply to such Person’s obligations under this Indenture and the Notes; and

    

    

    (6)           the Issuer or such Successor Company, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale, assignment,
        transfer, lease, conveyance or disposition and such supplemental indentures, amendments, supplements or other instruments, if any, comply with this Indenture.

    

    

    The Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and the Issuer shall automatically be released and discharged
      from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4),

    

    

    (A)          the


        Issuer may consolidate with, amalgamate or merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to any Guarantor;

    

    

    (B)          any Restricted Subsidiary may consolidate with, amalgamate or
        merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer;

    

    

    (C)          the Issuer may consolidate with, amalgamate or merge into with an
        Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Issuer in any jurisdiction described in clause (a) of the definition of Permitted Jurisdiction so long as the amount of Indebtedness of the Issuer and the
        Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture);

    

    

    (D)          the


        Issuer may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of any jurisdiction described in clause
        (a) of the definition of Permitted Jurisdiction; and

    

    

    
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    (E)          the


        Issuer may change its name.

    

    

    (b)          Subject


        to Section 10.06, each Guarantor shall not, and the Issuer shall not permit any Guarantor to, consolidate with, amalgamate or merge into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise
        dispose of all or substantially all its properties or assets, taken as a whole, in one or more related transactions, to any Person (other than the Issuer or a Guarantor) unless:

    

    

    (1)          (A) 


                 such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition
        shall have been made is a Person organized or existing under the laws of a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

    

    

    (B)           the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture;

    

    

    (C)           immediately after such transaction no Event of Default shall have occurred and be continuing; and

    

    

    (D)           the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale, assignment, transfer, lease, conveyance or disposition and
        such supplemental indentures, amendments, supplements or other instruments, if any, comply with this Indenture; or

    

    

    (2)           with respect to the Guarantors, the transaction is not prohibited by Section 4.10.

    

    

    Subject to Section 10.06, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee, and such Guarantor
      shall automatically be released and discharged from its obligations under this Indenture and such Guarantee. Notwithstanding the foregoing Section 5.01(b),

    

    

    (A)          a
        Guarantor may (x) consolidate with, amalgamate or merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer or any Guarantor or (y) dissolve if such Guarantor sells, assigns,
        transfers, leases, conveys or otherwise disposes of all or substantially all its properties and assets to another Person in compliance with Section 4.10, and, after giving effect to such sale, assignment, transfer, lease, conveyance or disposition
        and prior to such dissolution, has no or a de minimis amount of assets;

    

    

    (B)          any


        Restricted Subsidiary may consolidate with, amalgamate or merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to any Guarantor;

    

    

    (C)          a
        Guarantor may consolidate with, amalgamate or merge into an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing such Guarantor in any Permitted Jurisdiction so long as the amount of Indebtedness of the Issuer and the
        Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture);

    

    

    
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    (D)          a
        Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of any Permitted Jurisdiction; and

    

    

    (E)           a Guarantor may change its name.

    

    

    ARTICLE VI

    Defaults and Remedies

    

    

    SECTION 6.01.       Events of Default.

    

    

    (a)          An


        “Event of Default” wherever used herein means any one of the following events with respect to the Notes:

    

    

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

    

    

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

    

    

    (3)           failure by the Issuer or any Restricted Subsidiary for 60 days after receipt of written notice given by the Trustee to the Issuer or by Holders of at least 25.0% in aggregate principal amount of the Notes then issued and
        outstanding to the Issuer (with a copy to the Trustee) to comply with any of its other agreements in this Indenture or the Notes;

    

    

    (4)           default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary (or the payment of which
        is guaranteed by the Issuer or any Restricted Subsidiary), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee exists as of the Issue Date or is created after the Issue Date, if both:

    

    

    (A)           such default either:

    

    

    (x)  results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods and extensions
      thereof); or

    

    

    (y)  relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or
      holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

    

    

    (B)          the


        principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods and any extensions
        thereof), or the maturity of which has been so accelerated, aggregate $50,000,000 or more at any one time outstanding, in each case without such acceleration having been rescinded, annulled or otherwise cured; provided
        that if any such acceleration is being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, then the Event of Default by reason thereof would not be deemed to have occurred until the conclusion of such
        proceedings; provided, further, that such default shall not be an Event of Default with respect to (a) Indebtedness owed to the Issuer or a Restricted Subsidiary,
        or (b) Indebtedness of a Restricted Subsidiary as to which the Issuer delivers to the Trustee an Officers’ Certificate certifying a resolution adopted by the Issuer to the effect that the obligees of such Indebtedness have no recourse to the assets
        of the Issuer or any Guarantor;

    

    

    
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    (5)           failure by the Issuer or any Significant Subsidiary to pay final judgments for the payment of money aggregating in excess of $50,000,000 (to the extent not adequately covered by insurance as to which a solvent insurance company
        has not denied coverage or an indemnity by a third party with an Investment Grade Rating from any Rating Agency), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes
        final, and in the event such judgment is covered by insurance or indemnity, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; provided
        that such failure shall not be an Event of Default with respect to a judgment against a Significant Subsidiary as to which the Issuer delivers to the Trustee an Officers’ Certificate certifying a resolution adopted by the Board of Directors of the
        Issuer to the effect that the creditors of such Significant Subsidiary have no recourse to the assets of the Issuer or any Guarantor (other than such Significant Subsidiary) and that the Board of Directors of the Issuer has determined in good faith
        that the assets of such Significant Subsidiary have a Fair Market Value less than the sum of (x) the amount of such outstanding judgment, and (y) the outstanding Indebtedness of such Significant Subsidiary; or

    

    

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

    

    

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

      

    

    

    

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

    

    

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

    

    

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

    

    

    (v)            makes an admission in writing of its inability generally to
        pay its debts as they become due; or

    

    

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

    

    

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

    

    

    (ii)            appoints a receiver, liquidator, assignee, trustee or other
        similar official of the Issuer or any Significant Subsidiary or for all or substantially all of the property of the Issuer or any Significant Subsidiary; or

    

    

    (iii)           orders the liquidation of the Issuer or any Significant
        Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days;

    

    

    
      -85-

      
        


    

    provided, that, in the case of Section 6.01(a)(6) or Section 6.01(a)(7), such events shall not be an Event of Default with respect to a
      Significant Subsidiary if both (A) such event of bankruptcy or insolvency is commenced by creditors of such Significant Subsidiary that have no recourse to the assets of the Issuer or any Guarantor; and (B) the Issuer delivers to the Trustee an
      Officers’ Certificate certifying a resolution adopted by the Board of Directors of the Issuer to the effect that the creditors of such Significant Subsidiary have no recourse to the assets of the Issuer or any Guarantor (other than such Significant
      Subsidiary) and that the Board of Directors of the Issuer has determined in good faith that the assets of such Significant Subsidiary have a Fair Market Value less than the amount of its outstanding Indebtedness.

    

    

    (b)          The


        Trustee may withhold from the Holders 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.

    

    

    SECTION 6.02.       Acceleration.  If any Event of Default (other than of a type
        specified in Section 6.01(a)(6) or Section 6.01(a)(7)) occurs and is continuing under this Indenture, the Trustee, by notice to the Issuer, or the Holders of at least 25.0% in aggregate principal amount of the then outstanding Notes, by notice to
        the Issuer (with a copy to the Trustee), may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.  Upon the effectiveness of such declaration, such
        principal, premium, if any, and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(a)(6) or Section 6.01(a)(7), all outstanding Notes shall become due and
        payable without further action or notice. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct
        the Trustee in its exercise of any trust or power. The Trustee shall have no obligation to accelerate the Notes.

    

    

    SECTION 6.03.       Other Remedies.  Subject to the duties of the Trustee as provided for
        in Article VII, if an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes
        or this Indenture.

    

    

    The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
      Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

    

    

    SECTION 6.04.       Waiver of Defaults.

    

    

    (a)          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 such Notes waive any existing Default or Event of Default and its consequences under this
        Indenture except a continuing Default or Event of Default in the payment of interest on, premium, if any, or the principal of any such Note held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences
        (except if such rescission would conflict with any judgment of a court of competent jurisdiction).

    

    

    
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    (b)          In


        the event of any Event of Default specified in Section 6.01(a)(4), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of the acceleration of the Notes) shall be annulled, waived and
        rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

    

    

    (1)           the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

    

    

    (2)           the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

    

    

    (3)           if the default that is the basis for such Event of Default has
        been cured.

    

    

    SECTION 6.05.       Control by Majority.  Holders of a majority in principal amount of
        the outstanding Notes may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to the provisions of this Indenture.

    

    

    SECTION 6.06.       Limitation on Suits.  Subject to the provisions of this Indenture
        relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the 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 the Trustee against any loss, liability or expense.  Except to enforce the right to receive payment of principal or interest when due, no Holder of a Note may pursue any
        remedy with respect to this Indenture or the Notes unless:

    

    

    (1)           such Holder has previously given the Trustee written notice that
        an Event of Default is continuing with respect to the Notes;

    

    

    (2)           Holders of at least 25% in principal amount of the total
        outstanding Notes have requested the Trustee in writing to pursue the remedy;

    

    

    (3)           Holders of the Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

    

    

    (4)           the Trustee has not complied with such written request within 60 days after the receipt thereof and the offer of security or indemnity against any loss, liability or expense; and

    

    

    (5)           Holders of a majority in aggregate principal amount at maturity
        of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

    

    

    SECTION 6.07.       Rights of Holders of Notes to Receive Payment.  Notwithstanding any
        other provision of this Indenture, the legal right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset
        Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder.

    

    

    SECTION 6.08.       Collection Suit by Trustee.  If an Event of Default specified in
        Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of  and interest remaining unpaid on the Notes
        and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation of the Trustee and the reasonable and
        documented out-of-pocket expenses, disbursements and advances of the Trustee, its agents and counsel, in each case as set forth in Section 7.07.

    

    

    
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    SECTION 6.09.       Restoration of Rights and Remedies.  If the Trustee or any Holder has
        instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
        subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions under this Indenture and thereafter all rights and remedies of the Trustee and the
        Holders shall continue as though no such proceeding has been instituted.

    

    

    SECTION 6.10.       Rights and Remedies Cumulative.  Except as otherwise provided with
        respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
        every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Indenture or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of
        any right or remedy under this Indenture, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

    

    

    SECTION 6.11.       Delay or Omission Not Waiver.  No delay or omission of the Trustee or
        of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this
        Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

    

    

    SECTION 6.12.       Trustee May File Proofs of Claim.  The Trustee is authorized to file
        such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
        counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any
        official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each
        Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation and the reasonable and
        documented out-of-pocket expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.  To the extent that the payment of any such compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid
        out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing
        herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or
        to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

    

    

    
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    SECTION 6.13.       Priorities.  If the Trustee or any Agent collects any money pursuant
        to this Article VI, it shall pay out the money in the following order:

    

    

    (i)           to the Trustee, the Agents, and their agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the
        costs and expenses of collection;

    

    

    (ii)          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

    

    

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

    

    

    The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

    

    

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

    

    

    ARTICLE VII

    

    

    Trustee

    

    

    SECTION 7.01.       Duties of Trustee.

    

    

    (a)          If


        an Event of Default has occurred (and has not been cured), the Trustee shall, in the exercise of its power, use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
        affairs.

    

    

    (b)          Except


        during the continuance of an Event of Default:

    

    

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

    

    

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

    

    

    
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    (c)          The


        Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

    

    

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

    

    

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

    

    

    (iii)          the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

    

    

    (iv)          no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or
        powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

    

    

    (d)          Whether


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

    

    

    (e)           Subject to this Article VII, whether or not an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the written request or
        written direction of any Holder or Holders of the Notes unless such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.

    

    

    (f)           The Trustee shall not be liable for interest on any money received by it.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

    

    

    SECTION 7.02.       Rights of Trustee.

    

    

    (a)          The


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

    

    

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

    

    

    
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    (c)          The


        Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

    

    

    (d)          The


        permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

    

    

    (e)          The


        Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

    

    

    (f)          Unless


        otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer.

    

    

    (g)          The


        Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that 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.

    

    

    (h)          In


        no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the
        likelihood of such loss or damage and regardless of the form of action.

    

    

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

    

    

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

    

    

    (k)          The


        Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

    

    

    (l)           Notwithstanding anything to the contrary contained in this Indenture (as amended or supplemented), the Issuer, the Trustee and any Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or
        other similar taxes imposed from principal or interest payments hereunder. The Issuer, the Trustee and any Paying Agent shall reasonably cooperate with each other and shall provide each other with copies of documents or information reasonably
        necessary for each of the Issuer, the Trustee and any such Paying Agent to comply with any withholding tax or tax information reporting obligations imposed on any of them, including any obligations imposed pursuant to an agreement with a
        governmental authority.

    

    

    
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    (m)         The


        Trustee shall have the right to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed in good faith by the Trustee to be authorized to give instructions
        and directions on behalf of the Person or Persons authorized to give such notice or other communication hereunder. If the Trustee believes in good faith that a Person is authorized to give such instructions and directions hereunder, the Trustee
        shall have no further duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Person or Persons sending a notice or other
        communication; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by such Person sending such notice or other communication as a result of such reliance upon or compliance with such
        instructions or directions; provided, however, that such losses have not arisen from gross negligence or willful misconduct of the Trustee.  The Person sending such
        notice or other communication agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions, and the risk of
        interception and misuse by third parties.

    

    

    SECTION 7.03.          Individual


          Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. 
        However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The
        Trustee is also subject to Sections 7.09 and 7.10.

    

    

    SECTION 7.04.       Trustee’s


          Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid
        to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any
        statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

    

    

    SECTION 7.05.       Notice
          of Defaults.  If a Default occurs and is continuing and is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs.  Except in the case of a Default relating to the
        payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if it determines that withholding notice is in the interest of the Holders of the Notes.  The Trustee shall
        not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is 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.

    

    

    SECTION 7.06.       [Reserved].

    

    

    SECTION 7.07.       Compensation


          and Indemnity.  The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services under this Indenture as the parties shall agree in writing from time to time.  The Trustee’s
        compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses
        incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable and documented out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and counsel.

    

    

    
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    The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or
      expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by it (as evidenced in writing from the Trustee) in connection with the acceptance or administration of this trust and the performance of its duties
      under this Indenture (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any
      Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties under this Indenture).  The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the
      Trustee to so notify the Issuer shall not relieve the Issuer of its obligations under this Indenture.  The Issuer shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense.  The Trustee may
      have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and
      expenses if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuer and the Trustee in connection with such defense.  Any settlement which affects the Trustee may not be entered
      into without the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or
      failure to act by or on behalf of the Trustee.  The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or any settlement made without the
      Issuer’s consent, which consent shall not be unreasonably withheld.

    

    

    The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

    

    

    To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or
      collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture, or the earlier resignation or removal of the Trustee.

    

    

    When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) 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.

    

    

    SECTION 7.08.       Replacement


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

    

    

    (a)          the


        Trustee fails to comply with Section 7.10;

    

    

    (b)          the


        Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

    

    

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

    

    

    (d)          the


        Trustee becomes incapable of acting.

    

    

    If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.  Within one year
      after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

    

    

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

    

    

    If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of
      competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

    

    

    A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring
      Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly
      transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee under this Indenture have been paid and subject to the Lien provided for in Section 7.07. 
      Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

    

    

    SECTION 7.09.       Successor


          Trustee by Merger, etc.  If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the
        successor Trustee.

    

    

    In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes
      shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not
      have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor under this Indenture or in the name of the successor to the Trustee; provided that the
      right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

    

    

    SECTION 7.10.       Eligibility;


          Disqualification.  There shall at all times be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to
        exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of
        condition.

    

    

    ARTICLE VIII

    

    

    Legal Defeasance and Covenant Defeasance

    

    

    SECTION 8.01.       Option
          to Effect Legal Defeasance or Covenant Defeasance.  The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article
        VIII.

    

    

    
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    SECTION 8.02.       Legal
          Defeasance and Discharge.  Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to
        have been discharged from their obligations with respect to the Notes and Guarantees and to have cured all then existing Events of Default on the date the conditions set forth below are satisfied (“Legal Defeasance”).  For this purpose,
        Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the
        other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.02, to have satisfied all their other obligations under the Notes and this Indenture (including those of the Guarantors) and to have cured all then existing
        Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged under this
        Indenture:

    

    

    (a)          the


        rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to Section 8.05;

    

    

    (b)          the


        Issuer’s obligations pursuant to Sections 2.03, 2.07, 2.10 and 4.02;

    

    

    (c)          the


        rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

    

    

    (d)          the


        provisions of this Section 8.02.

    

    

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

    

    

    SECTION 8.03.       Covenant
          Defeasance.  Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their
        obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and Section 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are
        satisfied (“Covenant Defeasance”), and such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such
        covenants, but shall continue to be deemed “outstanding” for all other purposes under this Indenture (it being understood that such Notes may not be outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with
        respect to such outstanding Notes, the Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by
        reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of
        Default under Section 6.01, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03,
        subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Significant Subsidiaries) and 6.01(a)(7) (solely with respect to Significant Subsidiaries)
        shall not constitute Events of Default.

    

    

    SECTION 8.04.       Conditions


          to Legal or Covenant Defeasance.  The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

    

    

    
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    In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

    

    

    (1)          the


        Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized
        firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes;

    

    

    (2)          in


        the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that, subject to customary assumptions and exclusions, (i) the Issuer has received from, or there has been
        published by, the United States Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in
        the United States of America shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance
        and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

    

    

    (3)          in


        the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes shall not
        recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
        such Covenant Defeasance had not occurred;

    

    

    (4)          no


        Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

    

    

    (5)          such


        Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is
        bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith);

    

    

    (6)          the


        Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

    

    

    (7)          the


        Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States of America (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions
        precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

    

    

    SECTION 8.05.       Deposited


          Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to
        Section 8.04 shall be held in trust and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying
        Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

    

    

    
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    The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Securities deposited pursuant to Section 8.04 or
      the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

    

    

    SECTION 8.06.       Repayment


          to Issuer.  Anything in this Article VIII or Article XI to the contrary notwithstanding, each of the Trustee and each Paying Agent shall promptly deliver or pay to the Issuer upon request any money or Government Securities held by it in
        accordance with this Article VIII or Article XI which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
        Section 8.04(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or discharge in accordance with Article XI.

    

    

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

    

    

    SECTION 8.07.       Reinstatement. 


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

    

    

    ARTICLE IX

    

    

    Amendment, Supplement and Waiver

    

    

    SECTION 9.01.       Without
          Consent of Holders of Notes.  Notwithstanding Section 9.02, without the consent of any Holder, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this
        Indenture, any Guarantee or the Notes:

    

    

    (1)          to


        cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate;

    

    

    (2)          to


        provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of Notes (including the related definitions) in a manner that does not materially adversely affect
        any Holder;

    

    

    (3)          to


        comply with Section 5.01;

    

    

    
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    (4)          to


        provide for the assumption of the obligations of the Issuer or any Guarantor to Holders;

    

    

    (5)          to


        make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any such Holder;

    

    

    (6)          to


        add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer;

    

    

    (7)          at


        the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if such qualification should become required;

    

    

    (8)          to


        evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof;

    

    

    (9)          to


        provide for the issuance of Additional Notes;

    

    

    (10)        to


        add guarantees of the Notes under this Indenture in accordance with the terms of this Indenture;

    

    

    (11)        to


        conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended by the Issuer to
        be a verbatim recitation of a provision of this Indenture or the Notes, such intention to be evidenced by an Officers’ Certificate of the Issuer delivered to the Trustee; or

    

    

    (12)        to


        make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided
        that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of
        Holders to transfer Notes.

    

    

    SECTION 9.02.       With
          Consent of Holders of Notes.  Except as provided in Section 9.01 or in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes with the consent of the Holders of at least a majority in
        aggregate principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default
        (other than a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or
        the Notes issued under this Indenture may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange
        offer for, the Notes).  Sections 2.08 and 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

    

    

    The consent of the Holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment.  It is sufficient if such consent approves
      the substance of the proposed amendment.  A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender.

    

    

    
      -98-

      
        


    

    After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of Notes affected thereby a
      notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

    

    

    Without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

    

    

    (1)          reduce


        the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

    

    

    (2)          reduce


        the principal of or change the fixed maturity of any such Note;

    

    

    (3)          reduce


        the rate of or change the time for payment of interest on any Note;

    

    

    (4)          waive


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

    

    

    (5)          make


        any Note payable in money other than that stated in such Note;

    

    

    (6)          make


        any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

    

    

    (7)          reduce


        the premium payable upon, or otherwise alter or waive in a manner that would materially adversely affect any Holder the provisions with respect to, the redemption of any Note or change the time at which any Note may be redeemed as described under
        Section 3.07 (other than any change to the notice periods with respect to such redemption);

    

    

    (8)          impair


        the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

    

    

    (9)          make


        the Notes (or any Guarantee) subordinated in right of payment to any other obligations or otherwise modify the ranking of the Notes in a way that would materially adversely affect the Holder; or

    

    

    (10)        make


        any change in these amendment and waiver provisions.

    

    

    SECTION 9.03.       Revocation


          and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that
        evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives
        written notice of revocation before the earlier of the date the waiver, supplement or amendment becomes effective and the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount of
        Notes have consented.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

    

    

    
      -99-

      
        


    

    

    

    The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver.  If a
      record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver
      or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.

    

    

    SECTION 9.04.       Notation
          on or Exchange of Notes.  If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee so an appropriate notation may be reflected therein.  The Trustee may also place an appropriate
        notation about an amendment, supplement or waiver on any Note thereafter authenticated.  Alternatively, the Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that
        reflect the amendment, supplement or waiver.

    

    

    Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

    

    

    SECTION 9.05.       Trustee
          to Sign Amendments, etc.  The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the
        Trustee.  If it does, the Trustee may but need not sign it.  In executing any amendment, supplement or waiver, the Trustee (subject to Section 7.01) may request and shall be fully protected in conclusively relying upon, in addition to the documents
        required by Section 12.03, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment,
        supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions.  No Opinion of Counsel shall be required by the
        immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

    

    

    SECTION 9.06.       Payment
          for Consent.  The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any
        consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
        solicitation documents relating to such consent, waiver or agreement.

    

    

    ARTICLE X

    

    

    Guarantees

    

    

    SECTION 10.01.     Guarantee. 


        The Notes shall not be guaranteed initially by any of the Issuer’s Subsidiaries or any third party.  Subject to this Article X, after the Issue Date, each Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the
        conditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
        validity and enforceability of this Indenture, the Notes or the obligations of the Issuer under this Indenture or thereunder: (a) the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all
        obligations of the Issuer under this Indenture and the Notes, whether for payment of principal of, premium or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (b) in case of any extension
        of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
        otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a
        guarantee of payment and not a guarantee of collection.

    

    

    
      -100-

      
        


    

    The Guarantors hereby agree that their obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this
      Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other
      circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of
      the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and
      this Indenture.

    

    

    If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official
      acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

    

    

    Each Guarantor also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and
      expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

    

    

    Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the
      event of any declaration of acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.  Each Guarantor that
      makes a payment for distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor.

    

    

    Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should
      the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be
      effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees,
      whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
      fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

    

    

    In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way
      be affected or impaired thereby.

    

    

    
      -101-

      
        


    

    Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

    

    

    SECTION 10.02.     Limitation


          on Guarantor Liability.  Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for
        purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders
        and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, 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 X, result
        in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

    

    

    SECTION 10.03.     Notation
          Not Required.  Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

    

    

    The delivery of any Note by the Trustee, after the authentication thereof under this Indenture, shall constitute due delivery of the Guarantee set forth in this Indenture on
      behalf of the Guarantors.

    

    

    SECTION 10.04.     Subrogation. 


        Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that, no
        Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all obligations of the Issuer under this Indenture and the Notes shall have been paid in full.

    

    

    SECTION 10.05.     Benefits
          Acknowledged.  Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly
        made in contemplation of such benefits.

    

    

    SECTION 10.06.     Release
          of Guarantees.  The Guarantee of a Guarantor shall be automatically and unconditionally released, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee:

    

    

    (1)          in


        connection with any sale, exchange, transfer or other disposition of all or substantially all the assets of that Guarantor (including by way of merger, consolidation or dissolution) to a Person that is not the Issuer or a Restricted Subsidiary, if
        the sale, exchange, transfer or other disposition does not violate Section 4.10;

    

    

    (2)          in


        connection with any sale, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not the Issuer or a Restricted Subsidiary and that results in such Guarantor ceasing to be a Subsidiary, if the sale, transfer or other
        disposition does not violate Section 4.10;

    

    

    (3)          if


        the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture;

    

    

    
      -102-

      
        


    

    (4)          solely


        with respect to any Restricted Subsidiary that became a Guarantor pursuant to Section 4.14, so long as such Restricted Subsidiary does not then have outstanding any other Indebtedness or guarantees that would give rise to an obligation to provide a
        guarantee pursuant to Section 4.14, upon the release or discharge by such Guarantor of Indebtedness that gave rise to such Restricted Subsidiary becoming a Guarantor or the Guarantor being released as a Guarantor of such Indebtedness (it being
        understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Guarantor is so reinstated, such Guarantee shall also be reinstated);

    

    

    (5)          upon


        the Issuer’s exercise of its legal defeasance option as described under Article VIII or the Issuer’s obligations under this Indenture being discharged in the manner described in Article XI; and

    

    

    (6)          upon


        the occurrence of a Covenant Suspension Event as described in Section 4.15.

    

    

    Upon the written request of the Issuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the
      consent of any Holder.

    

    

    ARTICLE XI

    

    

    Satisfaction and Discharge

    

    

    SECTION 11.01.        Satisfaction


          and Discharge.  This Indenture shall be discharged and shall cease to be of further effect as to all of the Notes issued hereunder, when either:

    

    

    (1)          all


        such Notes theretofore authenticated and delivered, except lost stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for
        cancellation; or

    

    

    (2)          (a)


        all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or shall become due and payable within one year, and the Issuer or any other Person
        on behalf of the Issuer has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as
        shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to
        the date of maturity or redemption;

    

    

    (b)          no


        Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued thereunder shall have occurred and
        be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer is a party or by which the
        Issuer is bound (other than an instrument to be terminated contemporaneously with or prior to the borrowing of funds to be applied to make such deposit and the granting of Liens in connection therewith);

    

    

    (c)          the


        Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

    

    

    
      -103-

      
        


    

    (d)          the


        Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be.

    

    

    In addition, the Issuer 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.

    

    

    Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (a) of clause (2) of this Section
      11.01, the provisions of Section 11.02 and Section 8.06 shall survive.

    

    

    SECTION 11.02.     Application


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

    

    

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

    

    

    ARTICLE XII

    

    

    Miscellaneous

    

    

    SECTION 12.01.     Notices. 


        Any notice or communication by the Issuer, any Guarantor, the Trustee or any Paying Agent to the others is duly given if in writing and delivered in person, electronically transmitted (only in the case of notices or communications to the Trustee)
        or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address:

    

    

    
      -104-

      
        


    

    

    

    If to the Issuer and/or any Guarantor:

    

    

    Fortress Transportation and Infrastructure Investors LLC

    1345 Avenue of the Americas

    New York, New York 10105

    Attention:  Kevin Krieger, Secretary

    

    

    If to the Trustee:

    

    

    U.S. Bank National Association

    60 Livingston Avenue

    St. Paul, Minnesota 55107

    Attention: Joshua Hahn.

    

    

    The Issuer, any Guarantor, the Trustee or any Paying Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

    

    

    All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar
      days after being deposited in the mail, postage prepaid, if mailed by first-class mail (or in the case of Notes in global form, on the date the notice is sent pursuant to the applicable procedures of the Depositary); the next Business Day after
      timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and on the first date of which publication is made, if given by publication; and when sent, if sent electronically; provided
      that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

    

    

    Any notice or communication to a Holder shall be mailed by first class mail, postage prepaid, to its address shown on the register kept by the Registrar or otherwise in
      accordance with the procedures of the Depositary.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

    

    

    If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

    

    

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

    

    

    SECTION 12.02.     Communication


          by Holders of Notes with Other Holders of Notes.  Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes.

    

    

    SECTION 12.03.     Certificate


          and Opinion as to Conditions Precedent.  Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the
        Trustee (except as set forth in Section 9.05):

    

    

    (1)          an


        Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided
        for in this Indenture relating to the proposed action have been satisfied; and

    

    

    
      -105-

      
        


    

    (2)          an


        Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
        satisfied.

    

    

    In giving any Opinion of Counsel under this Indenture, counsel may rely as to factual matters on an Officers’ Certificate or certificates of public officials.

    

    

    SECTION 12.04.     Statements


          Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04) shall include:

    

    

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

    

    

    (2)          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;

    

    

    (3)          a
        statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (which
        examination or investigation, in the case of an Opinion of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of fact or certificates of public officials); and

    

    

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

    

    

    SECTION 12.05.     Rules by
          Trustee and Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar, Transfer Agent or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

    

    

    SECTION 12.06.     No
          Personal Liability of Directors, Officers, Employees and Stockholders.  No director, officer, employee, incorporator, member, partner or shareholder of the Issuer or any Guarantor shall have any liability for any obligations of the Issuer or
        the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
        release are part of the consideration for issuance of the Notes.

    

    

    SECTION 12.07.     Governing
          Law.  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
        ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    

    

    SECTION 12.08.     Waiver of
          Jury Trial.  EACH OF THE ISSUER, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
        TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

    

    

    
      -106-

      
        


    

    

    

    SECTION 12.09.     Force
          Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control,
        including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or
        hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

    

    

    SECTION 12.10.     Benefits
          of Indenture.  Nothing in this Indenture or the Notes shall give to any Person, other than the parties hereto, any Paying Agent, any Transfer Agent, any Registrar and its successors hereunder and the Holders any benefit or any legal or
        equitable right, remedy or claim under this Indenture.

    

    

    SECTION 12.11.     No
          Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any of the Restricted Subsidiaries or of any other Person.  Any such indenture, loan or debt
        agreement may not be used to interpret this Indenture.

    

    

    SECTION 12.12.     Successors. 


        All agreements of the Issuer in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee or any Agent in this Indenture shall bind its successors.  All agreements of each Guarantor in this Indenture shall bind its
        successors, except as otherwise provided in Section 10.06.

    

    

    SECTION 12.13.     Severability. 


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

    

    

    SECTION 12.14.     Counterpart


          Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Indenture and of signature pages by
        facsimile or .pdf transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.

    

    

    SECTION 12.15.     Table of
          Contents, Headings, etc.  The Table of Contents, the cross-reference table in Section 1.02 and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part
        of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

    

    

    SECTION 12.16.     U.S.A.
          Patriot Act.  The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section
        326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))), all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or
        opening an account.  Each party to this agreement agrees that it shall provide to the Trustee such information as the Trustee may request, from time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including but
        not limited to the name, address, tax identification number and other information that shall allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as
        articles of incorporation or other identifying documents to be provided.

     

      

    
      -107-

      
        


    

    
    

    

    [Signatures on following page]

    

    

    
      -108-

      
        


    

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

    

    

    	 	
            FORTRESS TRANSPORTATION AND 

            INFRASTRUCTURE INVESTORS LLC, as Issuer

          
	 	 	  
	 	
            By:

          	
            /s/ Joseph P. Adams, Jr.

          
	 	 	
            Name:

          	
            Joseph P. Adams, Jr.

          
	 	 	
            Title:

          	
            Chief Executive Officer

          


    

    

    
      
        
          [Signature Page to Indenture]

        

      

      
        


    

    

    

    	 	
            U.S. BANK NATIONAL ASSOCIATION, as Trustee

          
	 	 	  
	 	
            By:

          	
            /s/ Joshua A. Hahn

          
	 	 	
            Name:

          	
            Joshua A. Hahn

          
	 	 	
            Title:

          	
            Vice President

          


    

    

    
      
        
          [Signature Page to Indenture]

        

      

      
        


    

    
    EXHIBIT A

    

    

    [FACE OF NOTE]

    

    

    [Insert the Global Note Legend, if applicable pursuant to the provisions of this Indenture]

    

    

    [Insert the Private Placement Legend, if applicable pursuant to the provisions of this Indenture]

    

    

    [Insert the Regulation S Global Note Legend, if applicable pursuant to the provisions of this Indenture]

    

    

    [Insert the Original Issue Discount Legend, if applicable pursuant to the provisions of this Indenture]

    

    

    
      A-1

      
        


    

    [144A CUSIP: 34960P AD3]

    [Reg S CUSIP: U3458L AJ0]

    [144A ISIN: US34960PAD33]

    [Reg S ISIN: USU3458LAJ09]

    

    

    [RULE 144A][REGULATION S] GLOBAL NOTE

    5.50% Senior Notes due 2028

    

    

    	
            No. ___

          	
            [$          ]

          


    

    

    FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

    

    

    promise to pay (without duplication) to [       ] or registered assigns, the principal sum [set forth on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto]
      [of United States Dollars] on May 1, 2028.

    

    

    Interest Payment Dates: May 1 and November 1, commencing on November 1, 2021

    

    

    Record Dates: April 15 and October 15

    

    

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

     

    

    	 	
            FORTRESS TRANSPORTATION AND 

            INFRASTRUCTURE INVESTORS LLC, as Issuer

          
	 	 	 
	 	
            By

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    
      A-2

      
        


    

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

    

    

    Dated: [        ]

    

    

    	 	
            U.S. BANK NATIONAL ASSOCIATION, as trustee

          
	 	 	 
	 	
            By

          	 
	 	 	
            Authorized Signatory

          


    

    

    
      A-3

      
        


    

    [Back of Note]

    

    

    5.50% Senior Notes due 2028

    

    

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

    

    

    1.            Interest.  FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC promises to pay (without
        duplication) interest on the principal amount of this Note at 5.50% per annum.  The Issuer shall pay interest semi-annually in arrears on May 1 and November 1 of each year, as applicable, to stated maturity (each, an “Interest Payment Date”). 


        The first Interest Payment Date shall be November 1, 2021.1  The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
        Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
        interest at the same rate to the extent lawful. Interest on the Notes shall accrue from the most recent date on which interest was paid or, if no interest has been paid, from April 12, 2021.2  At maturity, the Issuer shall pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.  Interest shall be computed on the basis of a 360-day year comprised of twelve
        30-day months.

    

    

    2.            Method of Payment.  The Issuer shall pay interest on the Notes to the Persons who are registered
        Holders of Notes at the close of business on the April 15 or October 15 (whether or not a Business Day), as the case may be (each, a “Record Date”), immediately preceding the Interest Payment Date, even if such Notes are canceled after such
        Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of
        the Issuer maintained for such purpose pursuant to Section 4.02 of the Indenture or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by DTC or its nominee will be made by wire
        transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
        private debts. In any case where an Interest Payment Date, Redemption Date or any other stated maturity of any payment required to be made on the Notes shall not be a Business Day, then each such payment need not be made on such date, but shall be
        made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or stated maturity of such payment and no additional interest shall be payable as a result of such delay in payment.

    

    

    3.            Paying Agent, Transfer Agent and Registrar.  Initially, U.S. Bank National
        Association shall act as Paying Agent, Transfer Agent and Registrar.  The Issuer may change the Paying Agent, the Transfer Agent or the Registrar without prior notice to the Holders.  An Issuer or any Guarantor may act as a Paying Agent or
        Registrar.

    

    

    

    1 With respect to the Initial Notes.

    2 With respect to the Initial Notes.

    
      A-4

      
        


    

    4.            Indenture.  The Issuer issued the Notes under an Indenture, dated as of
        April 12, 2021 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC and the Trustee.  This Note is one of a duly authorized issue of Notes of the Issuer designated as its 5.50% Senior Notes due 2028.  The
        Issuer shall be entitled to issue Additional Notes pursuant to Article II and Section 4.09 of the Indenture.  The terms of the Notes include those stated in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the
        Indenture for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

    

    

    5.            Optional Redemption.

    

    

    (a)          Prior to May 1, 2024, the Issuer may, at its option, redeem the
        Notes, in whole at any time or in part from time to time, upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and
        unpaid interest, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

    

    

    (b)          From and after May 1, 2024 the Issuer may, at its option, redeem
        the Notes, in whole at any time or in part from time to time, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below, plus accrued
        and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the
        twelve-month period beginning on May 1 of each of the years indicated below:

     

      

    	
            Year

          	 	
            Percentage

          	 
	
            2024

          	 	 	
            102.750

          	
            %

          
	
            2025

          	 	 	
            101.375

          	
            %

          
	
            2026 and thereafter

          	 	 	
            100.000

          	
            %

          


    

    

    (c)          In addition, at any time prior to May 1, 2024, the Issuer may,
        at its option, at any time and from time to time, upon notice as described in Section 3.03 of the Indenture, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 105.50% of the aggregate principal amount
        thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date,
        with the net proceeds of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains
        outstanding immediately after the occurrence of each such redemption.

    

    

    (d)          The Issuer may, at its option and at any time, redeem the Notes
        at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest
        due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change
        of Control.

    

    

    
      A-5

      
        


    

    6.           Mandatory Redemption.  Except as provided for in Sections 4.10 and 4.13 of
        the Indenture, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

    

    

    7.           Notice of Redemption.  Notice of redemption shall be mailed by first-class
        mail (or otherwise delivered in accordance with the applicable procedures of the Depositary) at least 10 days but not more than 60 days before the Redemption Date to each Holder at such Holder’s registered address or otherwise in accordance with
        the applicable procedures of the Depositary, except that redemption notices may be mailed (or otherwise sent in accordance with the applicable procedures of the Depositary) more than 60 days prior to a Redemption Date if the notice is issued in
        connection with Article VIII, Article XI of the Indenture or a redemption of the Notes subject to one or more conditions precedent.  Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all
        of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

    

    

    8.            Offers to Repurchase.

    

    

    (a)          Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change


          of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus
        accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase (the “Change of Control Payment”).  The Change of Control Offer shall be made in accordance with Section 4.13 of the Indenture.

    

    

    (b)          If the Issuer or any of the Restricted Subsidiaries consummates an Asset Sale,
        within 30 days of each date that Excess Proceeds exceed $25,000,000, the Issuer or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Pari Passu
        Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any (or, in respect of such Pari Passu Indebtedness,
        such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture.  Any Asset Sale Offer shall
        be made in accordance with Section 4.10 of the Indenture.

    

    

    9.            Denominations, Transfer, Exchange.  The Notes are in registered form
        without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar, Transfer Agent and the Trustee may
        require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of the Notes.  Holders shall pay all taxes due on transfer.  The Issuer is not required to transfer or exchange any Note selected for
        redemption or surrendered for repurchase in connection with an Asset Sale Offer or Change of Control Offer.  Also, the Issuer is not required to transfer or exchange any Notes for a period of 15 days before the mailing of a notice of redemption of
        Notes to be redeemed or between a Record Date and the following Interest Payment Date.

    

    

    10.         Persons Deemed Owners.  The registered Holder of a Note shall be treated as
        the owner of it for all purposes.  Only registered Holders shall have rights under the Indenture and this Note.

    

    

    11.          Amendment, Supplement and Waiver.  The Indenture, the Guarantees or the
        Notes may be amended or supplemented as provided in the Indenture.

    

    

    
      A-6

      
        


    

    12.         Defaults and Remedies.  The Events of Default relating to the Notes are
        defined in Section 6.01 of the Indenture.  If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of
        the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising
        from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice.  Holders may not enforce the Indenture,
        the Notes or the Guarantees except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or
        power.  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 or interest, if it determines that withholding notice is in
        their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences
        under the Indenture except, a continuing Default or Event of Default in payment of the interest on or the principal of any Note held by a non-consenting Holder.  The Issuer is required to deliver to the Trustee annually a statement regarding
        compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

    

    

    13.          Guarantees.  The Issuer’s obligations under the Notes are fully and
        unconditionally guaranteed, jointly and severally, by the Guarantors, subject to the terms of the Indenture.

    

    

    14.          Authentication.  This Note shall not be entitled to any benefit under the
        Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

    

    

    15.          Governing Law.  THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE
        GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    

    

    16.          CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on
        Uniform Security Identification Procedures, the Issuer have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices to Holders as a convenience to Holders.  No representation is made as to the accuracy of
        such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

    

    

    17.         No Personal Liability of Directors, Officers, Employees and Stockholders.  No
        director, officer, employee, incorporator, member, partner or shareholder of the Issuer or any Guarantor shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim
        based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

    

    

    
      A-7

      
        


    

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

    

    

    Fortress Transportation and Infrastructure Investors LLC

    1345 Avenue of the Americas

    New York, New York 10105

    Attention:  Kevin Krieger, Secretary

    

    

    
      A-8

      
        


    

    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 Issuer.  The agent may substitute another to act for him.

    

    

    	
            Date:

          	 	 


    

    

    	
            Your Signature:

          	 	 
	 	
            (Sign exactly as your name appears 

            on the face of this Note)

          	 


    

    

    	
            Signature Guarantee*:

          	 	 
	 	 	 
	 


    

    

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

    

    

    
      A-9

      
        


    

    OPTION OF HOLDER TO ELECT PURCHASE

    

    

    If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.13 of the Indenture, check the appropriate box below:

    

    

    	
             ☐  Section 4.10

          	
            ☐  Section 4.13

          


    

    

    If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have
      purchased:

    

    

    $                                   

    

    

    

    	
            Date:

          	 	 


    

    

    	
            Your Signature:

          	 	 
	 	
            (Sign exactly as your name 

            appears on the face of this Note)

          	 


    

    

    	
            Tax Identification No.:

          	 	 
	 	 	 
	
            Signature Guarantee*:

          	 	 
	 	 	 
	  


     

    

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

    

    

    
      A-10

      
        


    

    SCHEDULE OF INCREASES AND DECREASES OF INTERESTS

    

    

    IN THE GLOBAL NOTE*

    

    

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

    

    

    	
            Date

          	 	
            Amount of  

            decrease in  

            Principal Amount

          	 	
            Amount of  

            increase in  

            Principal Amount of 

            this Global Note

          	 	
            Principal Amount  

            of this Global Note 

            following such  

            decrease or increase

          	 	
            Signature of  

            authorized signatory 

            of Trustee or  

            Note Custodian

          
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


     

    

    
      


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

    

    

    
      A-11

      
        


    

    
    EXHIBIT B

    

    

    FORM OF CERTIFICATE OF TRANSFER

    

    

    Fortress Transportation and Infrastructure Investors LLC

    1345 Avenue of the Americas

    New York, New York 10105

    Attention:  Kevin Krieger, Secretary

    

    

    U.S. Bank National Association

    as Trustee, Registrar and Transfer Agent

    60 Livingston Avenue

    St. Paul, Minnesota 55107

    Telephone No.: (651) 466-6619

    

    

    Re: 5.50% Senior Notes due 2028

    

    

    Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC and the
      Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

    

    

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

    

    

    [CHECK ALL THAT APPLY]

    

    

    1.  ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer is being effected
      pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to
      a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such
      Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of
      the United States of America and other jurisdictions.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

    

    

    
      B-1

      
        


    

    2.  ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE LEGENDED REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.  The Transfer is
      being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States of America and (x) at
      the time the buy order was originated, the Transferee was outside the United States of America or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States of America or (y)
      the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States of
      America, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of
      the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Restricted Definitive Note
      and in the Indenture and the Securities Act.

    

    

    3.  ☐ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN
      RULE 144A OR REGULATION S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the
      Securities Act and any applicable blue sky securities laws of any state of the United States of America, and accordingly the Transferor hereby further certifies that (check one):

    

    

    (a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

    

    

    or

    

    

    (b) ☐ such Transfer is being effected to the Issuer or a subsidiary thereof;

    

    

    or

    

    

    (c) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery
      requirements of the Securities Act.

    

    

    4.  ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

    

    

    (a) ☐ CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with
      the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
      required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
      restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

    

    

    (b) ☐ CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
      compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
      Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be
      subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

    

    

    
      B-2

      
        


    

    (c) ☐ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements
      of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States of America and (ii) the
      restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
      the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

    

    

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

    

    

    	 	
            [INSERT NAME OF TRANSFEROR]

          
	 	 	 
	 	
            By

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    Dated:                                            

    

    

    

    
      B-3

      
        


    

    ANNEX A TO CERTIFICATE OF TRANSFER

    

    

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

    

    

    [CHECK ONE OF (a) OR (b)]

    

    

    (a)       ☐    a beneficial interest in the:

     

      

    (i)    ☐     144A Global Note (CUSIP/ISIN:                    ), or 

    

    

    (ii)   ☐     Regulation S Global Note (CUSIP/ISIN:                   ), or

    

    

    (b)       ☐    a Restricted
        Definitive Note.

    

    

    2.            After the Transfer the Transferee will hold:

    

    

    [CHECK ONE]

    

    

    (a)       ☐    a beneficial interest in the:

    

    

    (i)    ☐     144A Global Note (CUSIP/ISIN:                   ), or

    

    

    (ii)   ☐     Regulation S Global Note (CUSIP/ISIN:                   ), or

    

    

    (iii)  ☐    Unrestricted Global Note (CUSIP/ISIN:                   ); or

    

    

    (b)       ☐    a Restricted Definitive Note; or

    

    

    (c)       ☐    an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

    

    

    
      B-4

      
        


    

    
    EXHIBIT C

    

    

    FORM OF CERTIFICATE OF EXCHANGE

    

    

    Fortress Transportation and Infrastructure Investors LLC

    1345 Avenue of the Americas

    New York, New York 10105

    Attention:  Kevin Krieger, Secretary

    

    

    U.S. Bank National Association

    as Trustee, Registrar and Transfer Agent

    60 Livingston Avenue

    St. Paul, Minnesota 55107

    Telephone No.: (651) 466-6619

    

    

    Re: 5.50% Senior Notes due 2028

    

    

    Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC and the
      Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

    

    

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

    

    

    (1)       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
        NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

    

    

    (a)       ☐    CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
        BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner
        hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
        accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
        the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America.

    

    

    (b)       ☐    CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
        UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s
        own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
        contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any
        state of the United States of America.

    

    

    
      C-1

      
        


    

    

    

    (c)       ☐   CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
        UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
        own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
        contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of
        any state of the United States of America.

    

    

    (d)       ☐    CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
        NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii)
        such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
        Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United
        States of America.

    

    

    (2)       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
        NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

    

    

    (a)       ☐    CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
        RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive
        Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
        transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

    

    

    (b)       ☐    CHECK IF
        EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note Regulation S
        Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
        applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States of America.  Upon consummation of the proposed
        Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture
        and the Securities Act.

    

    

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

    

    

    
      C-2

      
        


    

    

    

    	 	
            [INSERT NAME OF TRANSFEROR]

          
	 	 	 
	 	
            By

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    Dated:                                   

    

    

    

    
      C-3

      
        


    

    
    EXHIBIT D

    

    

    [FORM OF SUPPLEMENTAL INDENTURE TO BE

    DELIVERED BY SUBSEQUENT GUARANTORS]

    

    

    Supplemental Indenture (this “Supplemental Indenture”), dated as of                 , among (the “Guaranteeing Subsidiary”), an affiliate of Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank National Association,
      as trustee (the “Trustee”).

    

    

    W I T N E S S E T H

    

    

    WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 12, 2021, providing for the issuance of an
      unlimited aggregate principal amount of Senior Notes due 2028 (the “Notes”);

    

    

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

    

    

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

    

    

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

    

    

    (1)          Capitalized Terms.  Capitalized terms used herein without definition shall
        have the meanings assigned to them in the Indenture.

    

    

    (2)          Agreement to be Bound; Guarantee.  Each Guaranteeing Subsidiary by executing
        this Supplemental Indenture agrees to be a Guarantor (as defined in the Indenture referred to above) under the Indenture for all purposes thereof and as such will have all of the rights and be subject to all of the obligations and agreements of a
        “Guarantor” under the Indenture, including but not limited to the obligations and agreements in Article X thereof.

    

    

    (3)          Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    

    

    (4)          Counterparts.  The parties may sign any number of copies of this
        Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute
        effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

    

    

    (5)          Effect of Headings.  The Section headings herein are for convenience of
        reference only, and are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions.

    

    

    
      D-1

      
        


    

    (6)          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.

    

    

    (7)          Benefits Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is subject
        to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and
        that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

    

    

    (8)          Ratification of Indenture; Supplemental Indentures Part of Indenture. 
        Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture
        for all purposes, and each Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby and entitled to the benefits hereof.

    

    

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

    

    

    	 	
            [GUARANTEEING SUBSIDIARY]

          
	 	 	 
	 	
            By

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    
      D-2

      
        


    

    

    

    	 	
            U.S. BANK NATIONAL ASSOCIATION, as Trustee

          
	 	 	 
	 	
            By

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    

    

    D-3