EX-4.1




 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

INDENTURE 
 Dated as of
April 16, 2021 
 Among 

BLOOMIN’ BRANDS, INC. 
 as
Issuer, 
 OSI RESTAURANT PARTNERS, LLC 

as Co-Issuer, 

THE SUBSIDIARY GUARANTORS PARTY HERETO 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 

5.125% SENIOR NOTES DUE 2029 
  

 











 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	 
	 SECTION 1.1.
	  	Definitions	  	 	1	 
	 SECTION 1.2.
	  	Other Definitions	  	 	31	 
	 SECTION 1.3.
	  	Rules of Construction	  	 	32	 
	 SECTION 1.4.
	  	Limited Condition Transactions	  	 	33	 
		
	 ARTICLE II THE NOTES
	  	 	34	 
	 SECTION 2.1.
	  	Form and Dating	  	 	34	 
	 SECTION 2.2.
	  	Execution and Authentication	  	 	35	 
	 SECTION 2.3.
	  	Registrar; Paying Agent	  	 	36	 
	 SECTION 2.4.
	  	Paying Agent to Hold Money in Trust	  	 	36	 
	 SECTION 2.5.
	  	Holder Lists	  	 	36	 
	 SECTION 2.6.
	  	Book-Entry Provisions for Global Notes	  	 	37	 
	 SECTION 2.7.
	  	Replacement Notes	  	 	39	 
	 SECTION 2.8.
	  	Outstanding Notes	  	 	40	 
	 SECTION 2.9.
	  	Treasury Notes	  	 	40	 
	 SECTION 2.10.
	  	Temporary Notes	  	 	40	 
	 SECTION 2.11.
	  	Cancellation	  	 	40	 
	 SECTION 2.12.
	  	Defaulted Interest	  	 	41	 
	 SECTION 2.13.
	  	Computation of Interest	  	 	41	 
	 SECTION 2.14.
	  	CUSIP and ISIN Numbers	  	 	41	 
	 SECTION 2.15.
	  	Transfer and Exchange	  	 	41	 
	 SECTION 2.16.
	  	Issuance of Additional Notes	  	 	44	 
		
	 ARTICLE III REDEMPTION AND PREPAYMENT
	  	 	44	 
	 SECTION 3.1.
	  	Notices to Trustee	  	 	44	 
	 SECTION 3.2.
	  	Selection of Notes to Be Redeemed	  	 	45	 
	 SECTION 3.3.
	  	Notice of Redemption	  	 	45	 
	 SECTION 3.4.
	  	Effect of Notice of Redemption	  	 	46	 
	 SECTION 3.5.
	  	Deposit of Redemption Price	  	 	46	 
	 SECTION 3.6.
	  	Notes Redeemed in Part	  	 	47	 
	 SECTION 3.7.
	  	Optional Redemption	  	 	47	 
		
	 ARTICLE IV COVENANTS
	  	 	48	 
	 SECTION 4.1.
	  	Payment of Notes	  	 	48	 
	 SECTION 4.2.
	  	Maintenance of Office or Agency	  	 	49	 
	 SECTION 4.3.
	  	Provision of Financial Information	  	 	49	 
	 SECTION 4.4.
	  	Compliance Certificate	  	 	50	 
	 SECTION 4.5.
	  	Taxes	  	 	50	 
	 SECTION 4.6.
	  	Stay, Extension and Usury Laws	  	 	51	 
	 SECTION 4.7.
	  	Limitation on Restricted Payments	  	 	51	 
	 SECTION 4.8.
	  	Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries	  	 	56	 


  
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	 SECTION 4.9.
	  	Limitation on Debt	  	 	58	 
	 SECTION 4.10.
	  	Limitation on Asset Dispositions	  	 	62	 
	 SECTION 4.11.
	  	Limitation on Transactions with Affiliates	  	 	64	 
	 SECTION 4.12.
	  	Limitation on Liens	  	 	66	 
	 SECTION 4.13.
	  	Offer to Purchase upon Change of Control	  	 	67	 
	 SECTION 4.14.
	  	Corporate Existence	  	 	68	 
	 SECTION 4.15.
	  	Future Guarantees	  	 	68	 
	 SECTION 4.16.
	  	Designation of Restricted and Unrestricted Subsidiaries	  	 	69	 
	 SECTION 4.17.
	  	Covenant Suspension	  	 	70	 
		
	 ARTICLE V SUCCESSORS
	  	 	71	 
	 SECTION 5.1.
	  	Consolidation, Merger, Conveyance, Transfer or Lease	  	 	71	 
		
	 ARTICLE VI DEFAULTS AND REMEDIES
	  	 	73	 
	 SECTION 6.1.
	  	Events of Default	  	 	73	 
	 SECTION 6.2.
	  	Acceleration	  	 	75	 
	 SECTION 6.3.
	  	Other Remedies	  	 	76	 
	 SECTION 6.4.
	  	Waiver of Past Defaults	  	 	76	 
	 SECTION 6.5.
	  	Control by Majority	  	 	76	 
	 SECTION 6.6.
	  	Limitation on Suits	  	 	77	 
	 SECTION 6.7.
	  	Rights of Holders of Notes to Receive Payment	  	 	77	 
	 SECTION 6.8.
	  	Collection Suit by Trustee	  	 	77	 
	 SECTION 6.9.
	  	Trustee May File Proofs of Claim	  	 	77	 
	 SECTION 6.10.
	  	Priorities	  	 	78	 
	 SECTION 6.11.
	  	Undertaking for Costs	  	 	78	 
	 SECTION 6.12.
	  	Restoration of Rights and Remedies	  	 	78	 
	 SECTION 6.13.
	  	Rights and Remedies Cumulative	  	 	79	 
	 SECTION 6.14.
	  	Delay or Omission Not Waiver	  	 	79	 
		
	 ARTICLE VII TRUSTEE
	  	 	79	 
	 SECTION 7.1.
	  	Duties of Trustee	  	 	79	 
	 SECTION 7.2.
	  	Rights of Trustee	  	 	80	 
	 SECTION 7.3.
	  	Individual Rights of the Trustee	  	 	81	 
	 SECTION 7.4.
	  	Trustee’s Disclaimer	  	 	82	 
	 SECTION 7.5.
	  	Notice of Defaults	  	 	82	 
	 SECTION 7.6.
	  	Compensation and Indemnity	  	 	82	 
	 SECTION 7.7.
	  	Replacement of Trustee	  	 	83	 
	 SECTION 7.8.
	  	Successor Trustee by Merger, Etc.	  	 	84	 
	 SECTION 7.9.
	  	Eligibility; Disqualification	  	 	84	 
		
	 ARTICLE VIII DEFEASANCE; DISCHARGE OF THIS INDENTURE
	  	 	84	 
	 SECTION 8.1.
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	84	 
	 SECTION 8.2.
	  	Legal Defeasance	  	 	84	 
	 SECTION 8.3.
	  	Covenant Defeasance	  	 	85	 
	 SECTION 8.4.
	  	Conditions to Legal or Covenant Defeasance	  	 	85	 
	 SECTION 8.5.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	 	86	 


  
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	 SECTION 8.6.
	  	Repayment to Issuers	  	 	87	 
	 SECTION 8.7.
	  	Reinstatement	  	 	87	 
	 SECTION 8.8.
	  	Discharge	  	 	88	 
		
	 ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER
	  	 	89	 
	 SECTION 9.1.
	  	Without Consent of Holders of the Notes	  	 	89	 
	 SECTION 9.2.
	  	With Consent of Holders of Notes	  	 	90	 
	 SECTION 9.3.
	  	Revocation and Effect of Consents	  	 	91	 
	 SECTION 9.4.
	  	Notation on or Exchange of Notes	  	 	91	 
	 SECTION 9.5.
	  	Trustee to Sign Amendments, Etc.	  	 	91	 
		
	 ARTICLE X SUBSIDIARY GUARANTEES
	  	 	91	 
	 SECTION 10.1.
	  	Subsidiary Guarantees	  	 	91	 
	 SECTION 10.2.
	  	Execution and Delivery of Guarantee	  	 	93	 
	 SECTION 10.3.
	  	Severability	  	 	93	 
	 SECTION 10.4.
	  	Limitation of Subsidiary Guarantors’ Liability	  	 	93	 
	 SECTION 10.5.
	  	Releases	  	 	94	 
	 SECTION 10.6.
	  	Benefits Acknowledged	  	 	95	 
		
	 ARTICLE XI MISCELLANEOUS
	  	 	95	 
	 SECTION 11.1.
	  	Notices	  	 	95	 
	 SECTION 11.2.
	  	Certificate and Opinion as to Conditions Precedent	  	 	96	 
	 SECTION 11.3.
	  	Statements Required in Certificate or Opinion	  	 	96	 
	 SECTION 11.4.
	  	Rules by Trustee and Agents	  	 	97	 
	 SECTION 11.5.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	97	 
	 SECTION 11.6.
	  	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	  	 	97	 
	 SECTION 11.7.
	  	No Adverse Interpretation of Other Agreements	  	 	97	 
	 SECTION 11.8.
	  	Successors	  	 	97	 
	 SECTION 11.9.
	  	Severability	  	 	98	 
	 SECTION 11.10.
	  	Execution in Counterparts	  	 	98	 
	 SECTION 11.11.
	  	Table of Contents, Headings, Etc.	  	 	98	 
	 SECTION 11.12.
	  	Acts of Holders	  	 	98	 
	 SECTION 11.13.
	  	Force Majeure	  	 	101	 
	 SECTION 11.14.
	  	Legal Holidays	  	 	101	 
	 SECTION 11.15.
	  	USA PATRIOT Act	  	 	101	 

  

			
	Exhibits	 	
	Exhibit A	 	Form of Note
	Exhibit B	 	Form of Supplemental Indenture to be Delivered by Subsequent Subsidiary Guarantors
	 Exhibit C
	 	 Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation
S

	 Exhibit D
	 	 Form of Certificate to be Delivered in Connection with Transfers to IAIs



  
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 This Indenture, dated as of April 16, 2021, is by and among Bloomin’ Brands, Inc.,
a Delaware corporation (collectively with successors and assigns, the “Issuer”) and OSI Restaurant Partners LLC, a Delaware limited liability company (collectively with successors and assigns, the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”),
paying agent and registrar. 
 The Issuers, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined herein) of (i) the Issuers’ 5.125% Senior Notes due 2029 to be issued in an initial aggregate principal amount of $300,000,000 on the date hereof (the “Initial
Notes”) and (ii) Additional Notes (as defined herein): 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1. Definitions. 

“2025 Convertible Notes” means the Issuer’s 5.00% convertible senior notes due 2025. 

“Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance
with the provisions of this Indenture. 
 “Affiliate” of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Agent” means any Registrar, Paying Agent, co-registrar or other agent appointed
pursuant to this Indenture. 
 “amend” means to amend, supplement, restate, amend and restate or otherwise modify,
including successively, and “amendment” shall have a correlative meaning. 
 “Applicable Premium” means,
with respect to any Note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such Note and (ii) the excess, if any, of: 

(1) the present value at such redemption date of the sum of (A) the redemption price of such Note at April 15, 2024
(such redemption price being set forth in the table appearing in Section 3.7(b)) plus (B) all required interest payments due on such Note through April 15, 2024 (excluding accrued but unpaid interest), such present value to be
computed 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. 











 “Approved Bank” has the meaning specified in clause (3) of the
definition of “Cash Equivalents.” 
 “asset” means any asset or property, including, without limitation,
Capital Stock. 
 “Asset Disposition” by any Person means any transfer, conveyance, sale, lease or other disposition (but
excluding the creation of any Lien permitted under Section 4.12 or any disposition in connection therewith) by such Person or any of its Restricted Subsidiaries (including a consolidation or merger or other sale of any such Restricted
Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary of such Person to such Person or a Restricted Subsidiary of
such Person or by such Person to a Restricted Subsidiary of such Person) of: 
 (1) shares of Capital Stock (other than
directors’ qualifying shares) or other ownership interests of a Restricted Subsidiary of such Person; 
 (2)
substantially all of the assets of such Person or any of its Restricted Subsidiaries representing a division or line of business; or 

(3) other assets or rights of such Person or any of its Restricted Subsidiaries outside of the ordinary course of business.

 The term “Asset Disposition” shall not include any transfer, conveyance, sale, lease or other disposition: 

(a) that consists of a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; 

(b) that constitutes a “Change of Control”; 

(c) that is of cash or Cash Equivalents, Investment Grade Securities or a disposition or termination or surrender of contract
rights, including settlement of any hedging obligations, or licensing or sublicensing of intellectual property or general intangibles; 

(d) that is of obsolete or unusable equipment or assets that are not used or useful in the business, in each case disposed of
in the ordinary course of business; 
 (e) that consists of defaulted receivables for collection or any sale, transfer or
other disposition of defaulted receivables for collection; 
 (f) arising from casualty events, foreclosures, condemnation or
any similar action on assets or the granting of Liens not prohibited by this Indenture; 
 (g) that is of Capital Stock in,
or Debt or other securities of, an Unrestricted Subsidiary; 
 (h) in compliance with Section 5.1; 

  
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 (i) arising from any financing transaction (i) with respect to property
built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including without limitation any sale and leaseback transaction or asset securitization or (ii) with respect to any sale and leaseback transaction of property
owned by the Issuer or any Restricted Subsidiary on the Issue Date, if the Fair Market Value of all property so disposed of after the Issue Date does not exceed $50.0 million; 

(j) the settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any
related Permitted Warrant Transaction; 
 (k) leases, subleases, licenses or sublicenses, in each case which do not
materially interfere with the business of the Issuer and the Restricted Subsidiaries, taken as a whole; 
 (l) that is 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; 

(m) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like
property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Issuer and the Restricted Subsidiaries and that does not materially change the nature of the business conducted by the Issuer and the
Restricted Subsidiaries; or 
 (n) any transaction or series of related transactions for which the aggregate consideration is
less than $15.0 million. 
 “Average Life” means, as of any date of determination, with respect to any Debt, the
quotient obtained by dividing (1) the sum of the products of the number of years from such date of determination to the dates of each successive scheduled principal payments of such Debt by the amount of each such principal payment by
(2) the sum of all such principal payments. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal,
state or foreign law for the relief of debtors, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
winding-up, restructuring, examinership or similar debtor relief laws. 
 “Board of
Directors” means, as to any Person, the Board of Directors, or similar governing body, of such Person or any duly authorized committee thereof. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New York
are authorized or required by law to close. 
 “Capital Stock” of any Person means any and all shares, interests,
participations, warrants, options or other rights to acquire or other equivalents of or interests in (however designated) corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person,
but in each case excluding any debt security that is convertible or exchangeable for Capital Stock. 

  
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 “Cash Equivalents” means: 

(1) Dollars and, in the case of Foreign Subsidiaries, the local currency where such Foreign Subsidiary is operating in the
ordinary course of business; 
 (2) readily marketable obligations issued or directly and fully guaranteed or insured by the
government or any agency or instrumentality of the United States, having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in
support thereof; 
 (3) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any
commercial bank that (i) is organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a
bank holding company organized under the laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and
(ii) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) and (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the
date of acquisition thereof; 
 (4) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the
parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2
(or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof; 

(5) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer, in each
case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which such Person shall have a perfected first
priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; 

(6) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision, taxing authority agency or instrumentality of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either
S&P or Moody’s (or the equivalent thereof); 
 (7) Investments with average maturities of 12 months or less from the
date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 

  
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 (8) Debt 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, in each case in Dollars or another currency permitted above in this definition; 

(9) in the case of Foreign Subsidiaries only, instruments equivalent to those referred to in clauses (1) through
(8) above in each case denominated in any foreign currency comparable in credit quality and tenor to those referred to in such clauses above and customarily used by corporations for cash management purposes in any jurisdiction outside the
United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary organized in such jurisdiction; investments, classified in accordance with GAAP as current assets of the Issuer or any Restricted
Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which
are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (1) through (7) of this definition; and 

(10) credit card receipts in transit to the extent classified as cash or cash equivalents in accordance with GAAP. 

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

(1) the consummation of any transaction as a result of which any Person or any Persons acting together that would constitute a
“group” for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto, other than the Issuer or any Subsidiary of the Issuer, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision thereto) of at least 50% of the aggregate voting power of all classes of Voting Stock of the Issuer, other than in a transaction in which the Issuer becomes a
Wholly Owned Subsidiary of another Person and in such transaction the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of such Person representing more than 50% of the
voting power of all classes of Voting Stock of such Person immediately after giving effect to such transaction; 
 (2) the
sale, assignment, conveyance, transfer, lease or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Restricted Subsidiary; or 
 (3) the adoption
by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer. 
 Notwithstanding the foregoing,
a transaction effected to create a holding company of the Issuer, (a) pursuant to which the Issuer becomes a Wholly Owned Subsidiary of such holding company, and (b) as a result of which the holders of Capital Stock of such holding company
are substantially the same as the holders of Capital Stock of the Issuer immediately prior to such transaction, shall not be deemed to involve a “Change of Control;” provided further that following such a holding company
transaction, references in this definition of “Change of Control” to the Issuer shall thereafter be treated as references to such holding company. 

  
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 “Common Stock” of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding-up of such Person, to shares of Capital Stock of any
other class of such Person. 
 “Consolidated Coverage Ratio” as of any date of determination means the ratio of: 

(1) Consolidated EBITDA for the period of the most recently completed four consecutive fiscal quarters for which quarterly or
annual financial statements are available, to 
 (2) Consolidated Fixed Charges for such period; 

provided, however, that Consolidated Fixed Charges shall be adjusted to give effect on a pro forma basis to any Debt that has
been Incurred, repaid or redeemed by the Issuer or any Restricted Subsidiary (other than revolving credit borrowings Incurred for working capital purposes unless, in connection with any such repayment, the commitments to lend associated with such
revolving credit borrowings are permanently reduced or canceled) since the beginning of such period and to any Debt that is proposed to be Incurred, repaid or redeemed by the Issuer or any Restricted Subsidiary as if in each case such Debt had been
Incurred, repaid or redeemed on the first day of such period; provided, however, that in making such computation, the Consolidated Fixed Charges attributable to interest on any proposed Debt bearing a floating interest rate shall be
computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire period; and provided further that, in the event the Issuer or any of its Restricted Subsidiaries has made Asset
Dispositions or acquisitions of assets not in the ordinary course of business (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) during or after such period, such computation shall be made on a pro forma
basis as if the Asset Dispositions or acquisitions had taken place on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will
be determined in good faith by a responsible financial or accounting officer of the Issuer; provided that such officer may in his or her discretion include any reasonably identifiable and factually supportable pro forma changes to
Consolidated EBITDA, including any pro forma expenses and cost reductions, that have occurred or in the judgment of such officer are reasonably expected to occur within 12 months of the date of the applicable transaction (regardless of whether such
expense or cost reduction or any other operating improvements could then be reflected properly in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other
regulation or policy of the SEC). 

  
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 Notwithstanding anything to the contrary herein with respect to any amounts incurred or
transactions entered into (or consummated) in reliance on a provision of this Indenture under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Coverage Ratio test
and any Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that
requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation
of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence. 

“Consolidated EBITDA” for any period means the Consolidated Net Income for such period, plus: 

(a) without duplication and (in each case, other than with respect to clause (a)(xi) below) to the extent already deducted (and
not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period: 
 (i) total
interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such
hedging obligations, or other derivative instruments and costs of surety bonds in connection with financing activities, and any financing fees (including commitment, underwriting, funding, “rollover” and similar fees and commissions,
discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Debt and all commissions, discounts and other fees and charges owed with respect to letters of credit and bakers’ acceptance
financing and net costs under swap contracts) and annual agency, unused line, facility or similar fees paid under definitive documentation related to indebtedness; plus 

(ii) Consolidated Income Tax Expense for such period; plus 

(iii) the consolidated depreciation and amortization expense included in the income statement of the Issuer and its Restricted
Subsidiaries for such period; plus 
 (iv) Non-Cash Charges; plus 

(v) unusual or non-recurring losses, charges or expenses and any charges, losses or
expenses related to signing, retention or completion bonuses or recruiting costs, costs and expenses relating to any registration statement, or exchange offer in respect of any Debt permitted under Section 4.9 and, to the extent related to
acquisitions permitted under this Indenture, integration and systems establishment costs; provided that such integration and systems establishment costs are certified as such in an officer’s certificate delivered to the Trustee; plus 

(vi) severance, relocation costs, curtailments or modifications to pension and post-retirement employee benefit plans, catch-up or transition expenses for “partner equity plans” to the extent relating to employee services rendered in prior periods, and pre-opening, opening, closing
and consolidation costs and expenses with respect to any facilities and restaurants; plus 

  
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 (vii) cash restructuring charges or reserves (including restructuring costs
related to acquisitions after the Issue Date); provided that such adjustments are certified as restructuring charges or reserves in an officer’s certificate delivered to the Trustee; plus 

(viii) any costs or expenses (excluding Non-Cash Charges) incurred by the Issuer or a
Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded
with net cash proceeds of an issuance of Capital Stock of the Issuer (other than Redeemable Stock); plus 
 (ix) to the
extent (1) covered by insurance under which the insurer has been properly notified and has affirmed or consented to coverage in writing, expenses with respect to liability or casualty events or business interruption, and (2) actually
reimbursed in cash, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with an acquisition permitted under this Indenture; plus 

(x) cash receipts (or reduced cash expenditures) to the extent of non-cash gains
relating to such income that were deducted in the calculation of Consolidated EBITDA pursuant to clause (b)(ii) below for any prior period; plus 

(xi) the amount of “run rate” net cost savings, synergies and operating expense reductions projected by the Issuer in
good faith to result from actions taken or with respect to which substantial steps have been taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of the
period for which Consolidated EBITDA is being determined and if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from
such actions; provided, that such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate”
means the full recurring benefit for a period that is associated with any action taken or with respect to which substantial steps have been taken); provided, further, that the aggregate amount of cost savings, synergies and operating expense
reductions added back pursuant to this clause (xi) in any period of four consecutive fiscal quarters shall not exceed an amount equal to 5% of Consolidated EBITDA for such period (calculated before giving effect to this clause (xi)); plus 

(xii) the amount of any non-controlling interest consisting of Restricted Subsidiary
income attributable to interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income except to the extent of cash dividends
declared or paid on equity interests of such non-Wholly Owned Subsidiaries held by third parties; less 

  
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 (b) without duplication and to the extent included in arriving at such
Consolidated Net Income, the sum of the following amounts for such period: 
 (i) unusual or
non-recurring gains; less 
 (ii) non-cash
gains increasing Consolidated Net Income for such period, excluding any noncash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been
added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition); less 
 (iii)
rent expense paid in cash during such period over and above rent expense and over and above accrued rent, in each case, as determined in accordance with GAAP for such period; less 

(iv) any non-cash gains with respect to cash actually received in a prior period unless
such cash did not increase Consolidated EBITDA in a prior period, in each case, as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in
Consolidated Net Income: 
  

	 	i.	 there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to
currency remeasurements of Debt (including the net loss or gain resulting from swap contracts for currency exchange risk); 


  

	 	ii.	 there shall be excluded in determining Consolidated EBITDA rent expense as determined in accordance with GAAP
not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP for such period); and 



 

	 	iii.	 there shall be excluded in determining Consolidated EBITDA any net
after-tax income (loss) from the early extinguishment of Debt or hedging obligations or other derivative instruments. 



For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means
(a) any impairment charge or asset write-off or write-down related to intangible assets, long-lived assets and other assets (including licenses or other approvals for the sale of alcoholic beverages), and
investments in debt and equity securities pursuant to GAAP, (b) stock-based awards compensation expense including, but not limited to, non-cash charges, expenses or write-downs arising from stock options,
restricted stock or other equity incentive programs, and (c) other non-cash charges, expenses or write-downs (provided that if any non-cash charges, expenses and
write-downs referred to in this paragraph represent an accrual or reserve for potential cash items in any future period, (1) the Issuers may determine not to add back such non-cash charge in the current
period and (2) to the extent the Issuers decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period). 

  
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 “Consolidated Fixed Charges” means for any period the consolidated interest
expense, other than non-cash interest expense attributable to Convertible Debt securities (including with respect to the 2025 Convertible Notes), included in a consolidated income statement (net of any
interest income) of the Issuer and its Restricted Subsidiaries for such period calculated on a consolidated basis in accordance with GAAP, including without limitation or duplication (or, to the extent not so included, with the addition of or, to
the extent so included, with the removal of), subject to the limitations above: 
 (1) the amortization of Debt discounts
(but not issuance costs, deferred financing fees, commissions or expenses); 
 (2) the consolidated amount of interest
capitalized by the Issuer and its Restricted Subsidiaries pursuant to Finance Lease Obligations during such period calculated in accordance with GAAP; 

(3) any payments or fees with respect to letters of credit, bankers’ acceptances or similar facilities; 

(4) net payments and fees with respect to interest rate swap or similar agreements or foreign currency hedge, exchange or
similar agreements; 
 (5) Preferred Stock dividends of Restricted Subsidiaries of the Issuer (other than with respect to
Redeemable Stock) declared and paid or payable (other than in exchange for Capital Stock (other than Redeemable Stock)); 

(6) accrued Redeemable Stock dividends of the Issuer and its Restricted Subsidiaries, whether or not declared or paid (other
than dividends payable in Capital Stock that is not Redeemable Stock); 
 (7) interest on Debt guaranteed by the Issuer and
its Restricted Subsidiaries (but only to the extent such interest is actually paid by the Issuer or its Restricted Subsidiaries); and 

(8) interest on Debt issued or guaranteed by the Issuer and its Restricted Subsidiaries paid by the issuance of additional Debt
of the Issuer or its Restricted Subsidiaries. 
 “Consolidated Income Tax Expense” for any period means the consolidated
provision for income taxes (including foreign, federal, state and local taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and
withholding taxes) of the Issuer and its Restricted Subsidiaries for such period calculated on a consolidated basis in accordance with GAAP. 

  
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 “Consolidated Net Income” means, for any period, the net income (loss) of
the Issuer and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication: 

(1) extraordinary items for such period; 

(2) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net
Income; 
 (3) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection
with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction
consummated prior to the Issue Date and any such transaction undertaken but not completed); 
 (4) any income (loss) for such
period attributable to the early extinguishment of Debt; 
 (5) accruals and reserves that are established within twelve
months after the Issue Date that are so required to be established as a result of the issuance of the Notes in accordance with GAAP; 

(6) any unrealized net gains and losses resulting from obligations under swap contracts or embedded derivatives that require
similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements; 

(7) any after-tax gains or losses on disposal of disposed, abandoned or discontinued
operations and any after-tax effect of gains and losses (less all fees and expenses related thereto) attributable to asset dispositions other than in the ordinary course of business; and 

(8) any net income (loss) for such period of any Person that is not a Restricted Subsidiary, or that is accounted for by the
equity method of accounting, provided that Consolidated Net Income shall be increased by the amount of dividends or distributions that are actually paid in cash (or converted into cash) to the Issuer or a Restricted Subsidiary in
respect of such net income in such period. 
 There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of
adjustments, including to property, equipment, inventory and software and other intangible assets (including favorable and unfavorable leases and contracts) and deferred revenue in component amounts required or permitted by GAAP and related
authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries), as a result of any acquisition consummated prior to or after the Issue Date, or the amortization, write-off or write-down of any amounts thereof. 

  
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 “Convertible Debt” means Debt of the Issuer or any of its Restricted
Subsidiaries that is convertible or exchangeable into common stock of the Issuer and/or cash based on the value of such common stock. 

“Corporate Trust Office” means the offices of the Trustee at which at any time its corporate trust business shall be
principally administered, which office as of the date hereof is located at Wells Fargo Bank, National Association 600 South 4th Street, 7th Floor, Minneapolis, MN 55415, Attention: Lynn Steiner, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Issuer, or the 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). 

“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such
Person and whether or not contingent: 
 (1) every obligation of such Person for money borrowed; 

(2) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(3) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of such Person (excluding obligations with respect to letters of credit securing obligations (other than obligations with respect to borrowed money) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following receipt by such Person of a demand for reimbursement following payment on the letter
of credit); 
 (4) every obligation of such Person issued or assumed as the deferred purchase price of property or services
(including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business and with respect to services, excluding deferred compensation to employees), which purchase price is
due more than six months after the date of placing such property in service or taking delivery and title thereto or engaging such services; 

(5) every Finance Lease Obligation of such Person; 

(6) all Receivables Sales of such Person to the extent sold with recourse to such Person; 

(7) all Redeemable Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued and unpaid dividends; 
 (8) if such Person is a Restricted Subsidiary, all Preferred Stock issued by such
Person; 

  
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 (9) every net obligation under Interest Rate, Currency or Commodity Price
Agreements of such Person; and 
 (10) every obligation of the type referred to in clauses (1) through (9) of another
Person and all dividends of another Person the payment of which, in either case, (a) such Person has Guaranteed or is responsible or liable, directly or indirectly, as obligor, Guarantor or otherwise or (b) is secured by (or for which the
holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Debt or dividends, 
 if and to the extent that any of the preceding items (other than in respect of
letters of credit in clause (3)) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. 

Notwithstanding the foregoing, Debt shall not include any obligation arising from any agreement entered into in connection with the
acquisition of any business or assets with any seller of such business or assets that provides for the payment of earn-outs to such seller or guarantees to such seller a minimum price to be realized by such seller upon the sale of any Capital Stock
(other than Redeemable Stock) of the Issuer that was issued by the Issuer to such seller in connection with such acquisition. 

“Debt Facilities” means one or more credit facilities, debt facilities, indentures or commercial paper facilities (including,
without limitation, the Senior Secured Credit Facilities), in each case with banks or other financial institutions or lenders or investors, providing for revolving credit loans, term loans, private placements, debt securities, receivables financings
(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or letter of credit guarantees, in each case, as amended, restated, modified,
supplemented, extended, renewed, refunded, replaced or refinanced in whole or in part from time to time. 
 “Default” means
(1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default. 

“Depositary” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.3 hereof as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Noncash Consideration” means the Fair Market Value of non-cash
consideration received by the Issuer or any of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated in good faith by senior management of the Issuer. The aggregate Fair Market Value of the Designated Noncash
Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Noncash Consideration received, shall not exceed in the aggregate outstanding at any one time the greater of (i) $100.0 million and (ii)
3.0% of the Total Assets determined at the time of such Asset Disposition (with the Fair Market Value being measured at the time received and without giving effect to subsequent changes in value). 

  
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 “Disinterested Director” means, with respect to any transaction or series
of related transactions, a member of the Board of Directors of the Issuer who does not have any material direct or indirect financial interest in, or with respect to, such transaction or series of transactions. 

“Dollar”, “U.S. dollar” or “$” means the lawful money of the United States of America. 

“Domestic Subsidiaries” means each of the Issuer’s wholly-owned domestic Restricted Subsidiaries that are not Foreign
Subsidiaries. 
 “DTC” means The Depository Trust Company and any successor. 

“Employment Participation Subsidiary” means a limited partnership or other entity that is a Restricted Subsidiary
(i) which contracts to provide services to one or more other Restricted Subsidiaries of the Issuer which operate one or more restaurants, (ii) which engages in no other material business activities and has no material assets other than
those related to clause (i) above and (iii) in which restaurant employees of the Issuer and its Restricted Subsidiaries have an equity ownership interest. 

“Equity Offering” means an offering of Capital Stock (other than Excluded Equity) of the Issuer that results in aggregate net
cash proceeds to the Issuer, other than (1) public offerings registered on Form S-4 or S-8 or (2) an issuance to any Restricted Subsidiary. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“Excluded Contribution” means the amount of capital contributions to the Issuer (and promptly contributed to Co-Issuer) or net cash proceeds from the sale or issuance of Capital Stock (other than Excluded Equity) of the Issuer (and promptly contributed to Co-Issuer), in each case
after the Issue Date and designated by the Issuer to the Trustee pursuant to an officer’s certificate as an Excluded Contribution on or promptly after the date such capital contributions are made or such Capital Stock are sold or issued. 

“Excluded Equity” means (i) Redeemable Stock, (ii) any Capital Stock issued or sold to a Restricted Subsidiary or
any employee stock ownership plan or trust established by the Issuer or any of its Restricted Subsidiaries (to the extent such employee stock ownership plan or trust has been funded by the Issuer or any Restricted Subsidiary), and (iii) any
Capital Stock that has already been used or designated (x) as (or the proceeds of which have been used or designated as) a cash contribution amount or an Excluded Contribution or (y) to increase the amount available under clause
(8) of the definition of “Permitted Investments.” 
 “Fair Market Value” means, with respect to any
asset or property, the sale value that would be obtained in an arm’s-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy, determined in good faith by senior management or the Board of Directors of the Issuer, whose determination will be conclusive for all purposes under this Indenture. 

  
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 “Finance Lease Obligation” of any Person means the obligation to pay rent
or other payment amounts under a lease of real or personal property of such Person that has been or should be, in accordance with GAAP (except for temporary treatment of construction-related expenditures under Accounting Standards Codification Topic
840 which will ultimately be treated as operating leases upon a sale and leaseback transaction), recorded on the balance sheet as capitalized leases in accordance with GAAP as in effect on the Issue Date. For the avoidance of doubt, no existing or
future lease that is or would be required to be accounted for as an operating lease under GAAP as in effect on the Issue Date will be deemed to be a Finance Lease Obligation. The Stated Maturity of such obligation 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 terminated by the lessee without payment of a penalty. The principal amount of such obligation shall be the capitalized amount thereof that
would appear on the face of a balance sheet of such Person in accordance with GAAP. 
 “Fitch” shall mean Fitch, Inc., and
any successor to its rating agency business. 
 “Foreign Subsidiary” means any Restricted Subsidiary (x) that is not
organized under the laws of the United States of America or any State thereof or the District of Columbia or (y) for purposes of Section 10.1 and Section 4.15, (i) that is organized under the laws of the United States of America or
any State thereof or the District of Columbia and has no material assets other than, directly or indirectly, Capital Stock of one or more foreign entities of the type described in clause (x) above or (ii) that is a subsidiary of a
“controlled foreign corporation” within the meaning of Section 957(a) of the Code. 
 “GAAP” means
accounting principles generally accepted in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements, and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time (except as otherwise provided in the definition
of “Finance Lease Obligation”). 
 “Global Note Legend” means the legend identified as such in Exhibit
A. 
 “Global Notes” means the Notes that are in the form of Exhibit A issued in global form and registered in
the name of the Depositary or its nominee. 
 “Guarantee” by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing, or having the economic effect of guaranteeing, any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such
Person, 
 (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of such Debt, 
 (2) to purchase property,
securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt, or 

  
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 (3) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and “Guaranteed,” “Guaranteeing” and “Guarantor” shall have meanings correlative to the
foregoing); 
 provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in
either case, in the ordinary course of business. 
 “Holder” means a Person in whose name the Note is registered on the
Registrar’s books. 
 “IAI” means an investor constituting an “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Incur” means, with respect to any Debt or other
obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation including by acquisition of Subsidiaries or the recording, as required
pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person (and “Incurrence,” “Incurred” and “Incurring” shall have meanings correlative to the
foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. 

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

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

“Interest Rate, Currency or Commodity Price Agreement” of any Person means any forward contract, futures contract, swap,
option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or
indices (excluding contracts for the purchase or sale of goods in the ordinary course of business). 
 “Investment” by any
Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property (other than Capital Stock that is neither Redeemable Stock nor Preferred Stock of a Restricted
Subsidiary) to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person,
including any Guarantee of any obligation of such other Person, but shall not include: 
 (1) trade accounts receivable in
the ordinary course of business; 
 (2) any Permitted Interest Rate, Currency or Commodity Price Agreement; and 

(3) endorsements of negotiable instruments and documents in the ordinary course of business. 

  
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 “Investment Grade Rating” means a rating equal to or higher than: 

(1) Baa3 (or the equivalent) by Moody’s; 

(2) BBB- (or the equivalent) by S&P; or 

(3) BBB- (or the equivalent) by Fitch; 

or, if any such entity ceases to rate the Notes for reasons outside of the Issuer’s control, the equivalent investment grade credit rating from any other
Rating Agency. 
 “Investment Grade Securities” means (i) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (ii) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting
loans or advances among the Issuer and its Subsidiaries, (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii), which fund may also hold immaterial amounts of cash pending
investment or distribution, and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments. 

“Issue Date” means April 16, 2021. 

“Lien” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien (statutory or otherwise), charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any sale and leaseback arrangement, conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing). 
 “Limited Condition Transaction” means (1) any Investment or acquisition (whether
by merger, consolidation or otherwise), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring
irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (3) any dividends or distributions on, or redemptions of, the Issuer’s Capital Stock requiring irrevocable notice in
advance thereof. 
 “Liquor License Acquisition Agreement” means any agreement (including any financing agreement) relating
to the acquisition of a Liquor License by a Liquor License Subsidiary. 
 “Liquor License Subsidiary” means any Domestic
Subsidiary established solely for the purpose of acquiring and holding Liquor Licenses which, except to the extent required by applicable law, holds no material assets other than Liquor Licenses and with respect to which applicable law or the terms
of a Liquor License Acquisition Agreement prohibit such subsidiary from guaranteeing Debt. 

  
 17 












 “Liquor Licenses” means any license or permit from the applicable
governmental authority authorizing the holder thereof to sell alcoholic beverages in accordance with applicable law. 

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

“Net Available Proceeds” from any Asset Disposition by any Person means cash or Cash Equivalents received (including by way
of sale or discounting of a note, installment receivable or other receivable, but excluding any other consideration received in the form of assumption by the acquirer of Debt or other obligations relating to such properties or assets) therefrom by
such Person, net of: 
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred and
all federal, state, foreign and local taxes required to be accrued as a liability as a consequence of such Asset Disposition; 

(2) all payments made by such Person or its Restricted Subsidiaries on any Debt which is secured by such assets in accordance
with the terms of any Lien upon, or with respect to, such assets or which must by the terms of such Lien, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds from such Asset
Disposition; 
 (3) all distributions and other payments made to minority interest holders in Restricted Subsidiaries of such
Person or joint ventures as a result of such Asset Disposition; and 
 (4) appropriate amounts to be provided by such Person
or any Restricted Subsidiary thereof, as the case may be, as a reserve in accordance with GAAP against any liabilities associated with such assets and retained by such Person or any Restricted Subsidiary thereof, as the case may be, after such Asset
Disposition, including, without limitation, liabilities under any indemnification obligations and severance and other employee termination costs associated with such Asset Disposition, in each case as determined in good faith by senior management of
the Issuer. 
 “Note Custodian” means the Person appointed as custodian for the Depositary with respect to the Global
Notes, or any successor entity thereto. 
 “Notes” means the Initial Notes and any Additional Notes. The Initial Notes and
the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture. 
 “Offer to
Purchase” means a written offer (the “Offer”) sent by the Issuers by first class mail, postage prepaid, to each Holder at his address appearing in the security register or, with respect to Global Notes, given in accordance
with DTC procedures on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by
applicable law, the Offer shall specify an expiration date (the “Offer Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 60 days
after the date of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within three Business Days after the Offer Expiration Date. The Offer shall contain a description of the events requiring the
Issuers to make the Offer to Purchase and all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state: 

  
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 (1) the section of this Indenture pursuant to which the Offer to Purchase is
being made; 
 (2) the Offer Expiration Date and the Purchase Date and, if such Offer is made in advance of a Change of
Control and condition upon the occurrence of a Change of Control, that the Offer is conditioned upon the occurrence of a Change of Control; 

(3) the aggregate principal amount of the outstanding Notes offered to be purchased by the Issuers pursuant to the Offer to
Purchase (including, if less than 100%, the manner by which such has been determined pursuant to the section of this Indenture requiring the Offer to Purchase) (the “Purchase Amount”); 

(4) the purchase price to be paid by the Issuers for each $1,000 aggregate principal amount of Notes accepted for payment (as
specified pursuant to this Indenture) (the “Purchase Price”); 
 (5) that the Holder may tender all or any
portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount; 

(6) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase; 

(7) that interest on any Note not tendered or tendered but not purchased by the Issuers pursuant to the Offer to Purchase will
continue to accrue; 
 (8) that on the Purchase Date the Purchase Price will become due and payable upon each Note being
accepted for payment pursuant to the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date; 

(9) that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note at the
place or places specified in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuers or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Issuers and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing); 
 (10) that
Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuers (or its Paying Agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender; 

  
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 (11) that (a) if Notes in an aggregate principal amount less than or
equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuers shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and
not withdrawn pursuant to the Offer to Purchase, the Issuers shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in
denominations of $1,000 or integral multiples thereof shall be purchased); and 
 (12) that in the case of any Holder whose
Note is purchased only in part, the Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered. 
 If any of the Notes subject to
an Offer to Purchase is in global form, then the Offer shall be modified by the Issuers to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. Any Offer to Purchase shall be governed by and effected in
accordance with the Offer for such Offer to Purchase. 
 “Offering Memorandum” means the Issuer’s offering memorandum,
dated April 6, 2021, relating to the offer and sale of the Initial Notes. 
 “Officer” means any of the following of
the Issuer or any Subsidiary Guarantor: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, Assistant Treasurer the Secretary or Assistant Secretary (or,
with respect to a Subsidiary Guarantor, any member or general partner authorized to act on behalf of such Subsidiary Guarantor). 

“Officer’s Certificate” means a certificate signed by one Officer that meets the requirements of Section 11.3 of
this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel reasonably acceptable to the Trustee.
The counsel may be an employee of, or counsel to, the Issuer or the Trustee. 
 “Pari Passu Debt” means Debt of the Issuers
or a Subsidiary Guarantor that is pari passu in right of payment with the Notes, in the case of the Issuers, or the Subsidiary Guarantees, in the case of any Subsidiary Guarantor. For the purposes of this definition, no Debt will be
considered to be senior or junior by virtue of being secured on a first or junior priority basis. 
 “Participant” means,
with respect to the Depositary, a Person who has an account with the Depositary. 
 “Paying Agent” means any Person
authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer. 

  
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 “Permitted Acquisition Debt” means Debt of the Issuer or any of the
Restricted Subsidiaries to the extent that: 
 (1) such Debt consists of Debt of an acquired Person that was outstanding
prior to the date on which such Person became a Restricted Subsidiary as a result of having been acquired by the Issuer or a Restricted Subsidiary and any Debt Incurred, including by the Issuer or any Restricted Subsidiary, in contemplation of such
acquisition or the acquisition of the assets or business of such Person by the Issuer or a Restricted Subsidiary; or 
 (2)
such Debt consists of Debt of a Person that was outstanding prior to the date on which such Person was merged, consolidated or amalgamated with or into the Issuer or a Restricted Subsidiary and any Debt Incurred, including by the Issuer or any
Restricted Subsidiary, in contemplation of such merger, consolidation or amalgamation; 
 provided that on the date such Person became a Restricted
Subsidiary or the date such Person was merged, consolidated and amalgamated with or into the Issuer or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, 

(a) the Issuer would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to
Section 4.9(a), or 
 (b) the Consolidated Coverage Ratio of the Issuer would be not less than the Consolidated Coverage
Ratio of the Issuer immediately prior to giving effect to such transaction. 
 “Permitted Bond Hedge Transaction” means any
call or capped call option (or substantially equivalent derivative transaction) on the Issuer’s common stock purchased by the Issuer in connection with the issuance of any Convertible Debt on customary terms for such transactions; provided that
the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Issuer from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Issuer from the sale of such
Convertible Debt issued in connection with the Permitted Bond Hedge Transaction. 
 “Permitted Interest Rate, Currency or Commodity
Price Agreement” of any Person means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions (or, in the case of commodity protection agreement, utilities) in the ordinary course of
business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates with respect to Debt Incurred or proposed to be Incurred and which shall have a notional amount no greater than the payments due with
respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements, against currency exchange rate or commodity price fluctuations and, in each case, not for purposes of speculation. 

“Permitted Investments” means: 

(1) any Investment in the Issuer or a Restricted Subsidiary or a Person that will become or be merged into or consolidated with
the Issuer or a Restricted Subsidiary or transfers or conveys all or substantially all its assets to the Issuer or a Restricted Subsidiary as a result of such Investment, and any Investment held by a Person at the time of such acquisition by, merger
or consolidation with or transfer to the Issuer or a Restricted Subsidiary; 

  
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 (2) [omitted]; 

(3) any Investment in cash and Cash Equivalents or Permitted Interest Rate, Currency or Commodity Price Agreements; 

(4) any non-cash consideration received in connection with an Asset Disposition (or a
disposition excluded from the definition of Asset Disposition) that was made in compliance with Section 4.10; 
 (5)
loans or advances to (A) officers, directors, consultants and employees of the Issuer and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business
purposes, (ii) in connection with such Person’s purchase of equity interests of the Issuer (provided that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity) and (iii) for purposes not
described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $5.0 million (determined without regard to any write-downs or writeoffs), and (B) restaurant employees of Employment
Participation Subsidiaries to fund such employees purchase of equity interests of an Employment Participation Subsidiary in the ordinary course of business; 

(6) guarantees of Debt made in compliance with Section 4.9; 

(7) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an
Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased pursuant to this clause (7) to the extent required by the
terms of such Investment as in existence on the Issue Date or as otherwise permitted under this Indenture; 
 (8) Investments
acquired with the net cash proceeds received by the Issuer after the Issue Date from the issuance and sale of Capital Stock (other than Redeemable Stock) or made in exchange for Capital Stock (other than Redeemable Stock or Preferred Stock);
provided that such net cash proceeds are used to make such Investment within 10 days of the receipt thereof and the amount of all such net cash proceeds will be excluded from clause (4)(iii)(2) of Section 4.7(a); 

(9) any other Investment that, when taken together with all other Investments made pursuant to this clause (9) since the
Issue Date and outstanding on the date such Investment is made, does not exceed the greater of (i) $170.0 million and (ii) 6.0% of Total Assets (plus the aggregate returns of such Investments); 

(10) Investments with the proceeds of Excluded Contributions; 

  
 22 












 (11) the purchase or other acquisition from former or current employees of
limited partnership interests of one or more Employment Participation Subsidiaries, in an aggregate amount not to exceed $15.0 million; 

(12) Investments (including debt obligations and equity interests) made in connection with the bankruptcy or reorganization of
suppliers, customers or franchisees or in settlement of delinquent obligations of, or other disputes with, customers, suppliers or franchisees arising in the ordinary course of business; 

(13) Investments in Unrestricted Subsidiaries, Similar Businesses or Permitted Joint Ventures which, together with any other
outstanding Investment made pursuant to this clause (13), do not exceed the greater of (i) $170.0 million and (ii) 6.0% of Total Assets at the time of such Investment; provided, however, that if any Investment pursuant to this clause
(13) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant
to clause (1) above and shall cease to have been made pursuant to this clause (13) for so long as such Person continues to be a Restricted Subsidiary; 

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

(15) advances of payroll payments to employees in the ordinary course of business; and 

(16) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons
so long as such licensing arrangements are made in the ordinary course of business and are consistent with past practice. 

“Permitted Joint Venture” means any joint venture arrangement (which may be structured as a corporation, partnership, trust,
limited liability company or any other Person) or other Person (other than a Restricted Subsidiary) in which the Issuer or a Restricted Subsidiary owns Capital Stock. 

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

(1) Liens securing Debt under Debt Facilities outstanding or Incurred under Section 4.9(b)(1); 

(2) Liens securing any Debt which became Debt pursuant to a transaction permitted under Section 5.1 or securing Debt which
was created prior to (and not created in connection with, or in contemplation of) the Incurrence of such Debt (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Debt is permitted
under the provisions of Section 4.9 and solely relate to the assets that previously secured such Debt; provided, however, that such Liens shall not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than
improvements, accessions, proceeds or dividends or distributions in respect of the assets or property securing such Debt); 

  
 23 












 (3) Liens imposed by law, including carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not overdue by more than 30 days or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in
respect thereof; 
 (4) Liens for taxes, assessments or other governmental charges not yet overdue by more than 30 days or
not yet subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof; 

(5) Liens under the Issuers’ joint collateral accounts, concentration accounts, deposit accounts or other funds maintained
with a depositary institution or bank; provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuers in excess of those set forth by regulations issued by the
Federal Reserve Board; 
 (6) Liens on assets, property or shares of stock of a Person existing at the time such Person
becomes a Restricted Subsidiary or is merged with or into or consolidated or amalgamated with the Issuer or any Restricted Subsidiary of the Issuer or such assets, property or shares of stock were acquired by the Issuer or any Restricted Subsidiary;
provided, however, that such Liens shall not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than improvements, accessions, proceeds or dividends or distributions in respect of the assets, property or shares
acquired); 
 (7) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use
of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which 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; 
 (8) leases, licenses, subleases and sublicenses of assets (including, without
limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries; 

(9) Liens existing on the Issue Date (plus improvements, accessions, proceeds or dividends or distributions in respect of the
assets or property subject to such Liens) (other than Liens permitted under clause (1)); 
 (10) 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 Debt) 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 United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or
customs duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

  
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 (11) judgment Liens not giving rise to an Event of Default so long as such
Lien is adequately bonded and any appropriate legal proceedings which 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; 

(12) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement; 
 (13) Liens for the purpose of securing the payment
of all or a part of the purchase price of, purchase money obligations or other payments Incurred to finance the acquisition, lease, improvement or construction of or repairs or additions to, assets or property acquired or constructed by the Issuer
or a Restricted Subsidiary in the ordinary course of business; provided that: (a) the aggregate principal amount of Debt secured by such Liens is otherwise permitted to be Incurred under this Indenture and does not exceed the cost of the
assets or property so acquired or constructed; and (b) such Liens are created within 270 days of the later of the acquisition, lease, completion of improvements, construction, repairs or additions or commencement of full operation of the assets
or property subject to such Lien and do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto; 

(14) any interest or title of a lessor under any Finance Lease Obligation; provided that such Liens do not extend to any
property or assets which is not leased property subject to such Finance Lease Obligation; 
 (15) Liens upon specific items
of inventory or 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; 
 (16) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber
documents and other property relating to such letters of credit and products and proceeds thereof; 
 (17) Liens encumbering
deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Issuer or any of its Subsidiaries, including rights of offset and set-off; 

(18) Liens securing Permitted Interest Rate, Currency or Commodity Price Agreements; 

(19) Liens to secure Debt of any Foreign Subsidiary of the Issuer or any Restricted Subsidiary that is not a Subsidiary
Guarantor securing Debt of such Foreign Subsidiary or such Restricted Subsidiary that is permitted by the terms of this Indenture to be Incurred; 

  
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 (20) Liens on cash, cash equivalents or other property arising in connection
with the discharge or redemption of Debt; 
 (21) Liens on any real property constituting exceptions to title as set forth in
a mortgage title policy delivered to a secured lender with respect thereto; 
 (22) Liens on insurance policies and the
proceeds thereof securing the financing of premiums with respect thereto; provided that such Liens shall not exceed the amount of such premiums so financed; 

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

(24) Liens on the Liquor Licenses and Equity Interests of Liquor License Subsidiaries, which Liens secure Debt incurred
pursuant to Section 4.9(b) in the ordinary course of business; 
 (25) Liens incurred in connection with sale and
leaseback transactions permitted under Section 4.9(b)(6); 
 (26) deposits to secure the performance of bids, trade
contracts, governmental contracts and leases (other than Debt), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business; 
 (27) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for sale of goods entered into by the Issuer or any of the Restricted Subsidiaries in the ordinary course of business; 

(28) Liens not otherwise covered by clauses (1) through (27) securing Debt in the aggregate amount outstanding at any time
not to exceed (x) $100.0 million and (y) 3.0% of Total Assets; and 
 (29) Liens securing Debt Incurred to refinance
Debt (other than Liens permitted under clause (1)) that was previously so secured (or otherwise replacing any such Lien), provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or is in respect of property that is the security for a
Permitted Lien hereunder. 

  
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 “Permitted Refinancing Debt” means any Debt of the Issuer or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Debt of the Issuer or any of its Restricted Subsidiaries; provided that: 

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal
amount of, plus premium, if any, and accrued and unpaid interest on the Debt so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith); 

(2) the Permitted Refinancing Debt has a final maturity date no earlier than the earlier of the final maturity date of the Debt
being extended, refinanced, renewed, replaced, deferred or refunded and 91 days after the final maturity date of the Notes; 

(3) the Permitted Refinancing Debt has an Average Life at the time such Permitted Refinancing Debt is Incurred that is equal to
or greater than the shorter of (A) the Average Life of the Debt being extended, refinanced, renewed, replaced, deferred or refunded and (B) 91 days after the Average Life of the Notes; 

(4) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes or a Subsidiary Guarantee, such Permitted Refinancing Debt is subordinated in right of payment to the Notes or such Subsidiary Guarantee on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the
documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and 
 (5) such Debt
shall not include Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Debt of the Issuers or a Subsidiary Guarantor. 

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantially equivalent derivative
transaction) on the Issuer’s common stock sold by the Issuer substantially concurrently with a related Permitted Bond Hedge Transaction. 

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

“Preferred Stock” of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks
prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding-up of such Person, to shares of Capital Stock of any other class
of such Person. 
 “Rating Agency” means each of S&P, Moody’s or Fitch, or if (and only if) S&P, Moody’s,
Fitch or any combination thereof shall not make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, as the case may be, selected by the Issuer, which shall be substituted for S&P,
Moody’s or Fitch, or any combination thereof, as the case may be. 
 “Receivables” means receivables, chattel paper,
instruments, documents or intangibles evidencing or relating to the right to payment of money. 

  
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 “Receivables Sale” of any Person means any sale of Receivables of such
Person (pursuant to a purchase facility or otherwise), other than in connection with a disposition of the business operations of such Person relating thereto or a disposition of defaulted Receivables for purposes of collection and not as a financing
arrangement. 
 “Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (other than in exchange for Capital Stock of the Issuer that is not
Redeemable Stock) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof (other than in exchange for Capital Stock of the Issuer that is not Redeemable Stock), in whole or in part, at any time prior to
the final Stated Maturity of the Notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Redeemable Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon
the occurrence of a change of control or an asset sale shall not constitute Redeemable Stock if the terms of such Capital Stock provide that the Issuers shall not repurchase or redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with Section 4.7. 
 “Regulation S Legend” means the legend identified as such in
Exhibit A. 
 “Replacement Assets” means: 

(1) properties and assets (other than cash, Cash Equivalents, any Capital Stock or other security) that will be used in the
business of the Issuer and its Restricted Subsidiaries as conducted on the Issue Date or any business reasonably similar to, ancillary thereto or supportive thereof; and 

(2) Capital Stock of any Person that is engaged in the business of the Issuer and its Restricted Subsidiaries as conducted on
the Issue Date or any business reasonably similar to, ancillary thereto or supportive thereof and that will be merged or consolidated with or into the Issuer or a Restricted Subsidiary or that will 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 Notes Legend” means the legend identified as such in Exhibit A. 

“Restricted Subsidiary” means any Subsidiary of the Issuer (including the Co-Issuer),
whether existing on or after the Issue Date, unless such Subsidiary (other than the Co-Issuer) is an Unrestricted Subsidiary. 

“S&P” means S&P Global Ratings, and any successor to its rating agency business. 

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

“Secured Debt” at any date shall mean the aggregate principal amount of Debt that would be reflected on a balance sheet
prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Permitted Acquisition Debt resulting from the application of purchase accounting), consisting of Debt for borrowed money,
Finance Lease Obligations, debt obligations evidenced by evidenced by bonds, debentures, notes or other similar instruments, unreimbursed drawings in respect of letters of credit (or similar facilities) and Guarantees of the foregoing, that in each
case is then secured by Liens on any property or assets of the Issuer or any Restricted Subsidiary. 
 “Secured Net Leverage
Ratio” means, as of any date of determination, the ratio of (1) (a) Secured Debt as of the end of the most recent fiscal quarter for which quarterly or annual financial statements prepared on a consolidated basis in accordance with GAAP are
available (the “secured balance sheet date”) minus (b) the amount of unrestricted cash and Cash Equivalents held by the Issuer and the Restricted Subsidiaries on the secured balance sheet date to (2) Consolidated EBITDA of
the Issuer and its Restricted Subsidiaries for the period of the most recently completed four consecutive fiscal quarters ending on the secured balance sheet date. The Secured Net Leverage Ratio shall be adjusted on a pro forma basis in a manner
consistent with the definition of “Consolidated Coverage Ratio.” 
 “Securities Act” means the U.S.
Securities Act of 1933, as amended. 
 “Senior Secured Credit Facility” means the Second Amended and Restated Credit
Agreement, dated April 16, 2021, among Bloomin’ Brands, Inc. and OSI Restaurant Partners, LLC, as borrowers, the guarantors party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C
Issuer, the other lenders party thereto, and any amendment, amendment and restatement, modification, renewal, extension, refinancing, refunding or replacement thereof in one or more agreements. 

“Significant Restricted Subsidiary” means, at any date of determination, any Restricted Subsidiary that would be a
“significant subsidiary” of the Issuer within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the
Issue Date. 
 “Similar Business” means any business engaged or proposed to be engaged in by the Issuer or any of its
Subsidiaries on the Issue Date and any business or other activities that are similar, ancillary, complementary, incidental or related to, or an extension, development or expansion of, the businesses in which the Issuer or any of its Subsidiaries is
engaged on the Issue Date. 
 “Stated Maturity” means, when used with respect to any Debt or any installment of interest on
such Debt, the dates specified in such Debt as the fixed date on which the principal of such Debt or such installment of interest, as the case may be, is due and payable. 

“Subordinated Debt” means Debt of the Issuers or a Subsidiary Guarantor that is expressly subordinated or junior in right of
payment to the Notes or a Subsidiary Guarantee, as applicable, pursuant to a written agreement to that effect. 

  
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 “Subsidiary” of any Person means: 

(1) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or
indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or 

(2) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such
Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof. 

“Subsidiary Guarantee” means the Guarantee by any Subsidiary Guarantor of the Issuers’ obligations under this Indenture.

 “Subsidiary Guarantor” means each Restricted Subsidiary of the Issuer on the Issue Date that is a party to this
Indenture (other than the Co-Issuer) for purposes of providing a Subsidiary Guarantee with respect to the Notes, and each other Restricted Subsidiary that is required to, or at the election of the Issuers,
does become a Subsidiary Guarantor by the terms of this Indenture after the Issue Date and their respective successors and assigns, in each case, until such Person is released from its Subsidiary Guarantee in accordance with the terms of this
Indenture. 
 “Total Assets” means, as of any date of determination, the total assets of the Issuer and its Restricted
Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Issuer (and, in the case of any determination relating to any incurrence of Debt or any Investment or other acquisition, previously
published pro forma basis including any property or assets being acquired in connection therewith); it being understood that, for purposes of determining compliance of a transaction with any limitation set forth under Article IV of this Indenture
that is based upon a specified percentage of Total Assets, compliance of such transaction with the applicable restriction shall be determined solely with reference to Total Assets as determined above in this definition. 

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (1) (a) Debt for money borrowed of the Issuer
and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which quarterly or annual financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”)
minus (b) the amount of unrestricted cash and Cash Equivalents held by the Issuer and its Restricted Subsidiaries on the balance sheet date to (2) Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the period of the most
recently completed four consecutive fiscal quarters ending on the balance sheet date. The Total Net Leverage Ratio shall be adjusted on a pro forma basis in a manner consistent with the definition of “Consolidated Coverage Ratio.”

 “Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend. 

“Treasury Rate” means, with respect to any redemption date, the yield to maturity at the time of computation 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 such redemption date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2024; provided, however, that if the period from such redemption date to
April 15, 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 shall be used. 

  
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 “Trustee” has the meaning set forth in the preamble of this Indenture and
any successor thereto. 
 “United States” or “U.S.” means the United States of America. 

“U.S. Government Obligations” means direct non-callable obligations of, or guaranteed
by, the United States for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 

“Voting Stock” of any Person means Capital Stock of such Person which ordinarily has voting power for the election of
directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. 

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person. 
 SECTION 1.2. Other Definitions. 
  

			
	 Term
	  	 Defined in Section

	 “acceleration declaration”
	  	6.2
	 “Act”
	  	11.12(a)
	 “Alternate Offer”
	  	4.13
	 “Authentication Order”
	  	2.2
	 “balance sheet date”
	  	1.1
	 “Change of Control Offer”
	  	4.13
	 “Change of Control Purchase Price”
	  	4.13
	 “Co-Issuer”
	  	Preamble
	 “Covenant Defeasance”
	  	8.3
	 “Deposit Trustee”
	  	8.5
	 “EDGAR”
	  	4.3(a)
	 “Event of Default”
	  	6.1
	 “Excess Proceeds”
	  	4.10(c)
	 “Expiration Date”
	  	11.12(j)
	 “Fixed Amounts”
	  	1.1
	 “Incurrence Based Amounts”
	  	1.1
	 “Institutional Accredited Investor Note”
	  	2.1(b)
	 “Issuer”
	  	Preamble
	 “Issuers”
	  	Preamble


  
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	 Term
	  	 Defined in Section

	 “LCT Election”
	  	1.4
	 “LCT Test Date”
	  	1.4
	 “Legal Defeasance”
	  	8.2
	 “Non-Cash Charges”
	  	1.1
	 “Note Amount”
	  	4.10(c)(1)
	 “Offer Date”
	  	4.10(c)
	 “Offer Expiration Date”
	  	1.1
	 “Offered Price”
	  	4.10(c)
	 “Pari Passu Debt Amount”
	  	4.10(c)(2)
	 “Pari Passu Offer”
	  	4.10(c)(2)
	 “Permitted Debt”
	  	4.9(b)
	 “primary obligor”
	  	1.1
	 “Purchase Date”
	  	1.1
	 “QIBs”
	  	2.1(b)(i)
	 “Ratio Debt”
	  	4.9(a)
	 “Registrar”
	  	2.3
	 “Regulation S”
	  	2.1(b)
	 “Regulation S Global Note”
	  	2.1(b)
	 “Required Filing Dates”
	  	4.3(a)
	 “Resale Restriction Termination Date”
	  	2.15(a)
	 “Restricted Payment”
	  	4.7(a)(4)
	 “Restricted Period”
	  	2.15(b)
	 “Rule 144A”
	  	2.1(b)
	 “Rule 144A Global Note”
	  	2.1(b)
	 “run-rate”
	  	1.1
	 “secured balance sheet date”
	  	1.1
	 “Signature Law”
	  	11.10
	 “Successor Company”
	  	5.1(a)(1)
	 “Successor Subsidiary Guarantor”
	  	5.1(b)(1)(A)
	 “Unrestricted Subsidiary”
	  	4.16(a)

 SECTION 1.3. Rules of Construction. Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) unless otherwise specified, any reference to Section, Article or Exhibit refers to such Section, Article or Exhibit, as the
case may be, of this Indenture; 

  
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 (6) provisions apply to successive events and transactions; 

(7) 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 
 (8) references to sections
of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time. 

SECTION 1.4. Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture or
compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of the proceeds
thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date of determination
for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under
this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of
a dividend or similar event) and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds
thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Issuer or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such
transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied
with (or satisfied) for all purposes; provided that (a) compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such
Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and
Asset Disposition) and (b) Consolidated EBITDA for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with
respect to such Debt or, if no such indicative interest margin exists, as reasonably determined by the Issuers in good faith. 
 For the
avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or
otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Issuer, such baskets, tests or ratios will not be deemed to have been exceeded or
failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in
connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the
definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction,
any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 

  
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 ARTICLE II 

THE NOTES 
 SECTION 2.1.
Form and Dating. The Notes shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes will be issued in registered form, without coupons, and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The registered Holder will be treated as the owner of such Note for all purposes. 

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuers 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. 
 (a) The Notes shall be issued initially in the form of one
or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. 
 Each Global Note shall represent such of the outstanding Notes as
shall be specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be
made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6. 

(b) The Initial Notes are being issued by the Issuers only (i) to “qualified institutional buyers” (as defined
in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). After such initial issuance, Initial Notes that are
Transfer Restricted Notes may be transferred to QIBs in reliance on Rule 144A, outside the United States pursuant to Regulation S, to IAIs or to the Issuers, in accordance with certain transfer restrictions. Initial Notes that are offered in
reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Restricted Notes Legend (collectively, the “Rule 144A Global Note”),
deposited with the Note Custodian, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more
permanent Global Notes substantially in the form set forth in Exhibit A and bear the Regulation S Legend (collectively, the “Regulation S Global Note”), deposited with the Note Custodian, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. Initial Notes resold to IAIs in the United States shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Restricted Notes
Legend (collectively, the “Institutional Accredited Investor Note”), deposited with the Note Custodian, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each
Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, at the direction of the Trustee. Transfers of Notes among QIBs, to or by purchasers pursuant to Regulation S and to or by IAIs
shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.15. 

  
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 (c) Section 2.1(b) shall apply only to Global Notes deposited with or on
behalf of the Depositary. 
 The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1 and
Section 2.2, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instructions or held by the Note Custodian for the Depositary. 
 SECTION 2.2. Execution and Authentication.
An Officer shall sign the Notes for the Issuers by manual, electronic, facsimile or PDF transmission 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 valid until authenticated by the manual or electronic signature of a Responsible Officer of the Trustee. The signature of a Responsible Officer of the Trustee shall be conclusive evidence that the Note has been authenticated under this
Indenture. 
 The Trustee shall, upon receipt of a written order of the Issuers signed by an Officer of the Issuers (an
“Authentication Order”) directing the Trustee to authenticate the Notes and an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the issuance of the Notes contained herein have been complied
with, authenticate Notes for original issue in the aggregate principal amount stated in such written order. 
 The Trustee may appoint an
authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent or agents. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuers. 

  
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 SECTION 2.3. Registrar; Paying Agent. The Issuers shall maintain (i) an
office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional Paying Agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers and/or any Restricted
Subsidiary may act as Paying Agent or Registrar. 
 The Issuers shall notify the Trustee in writing, and the Trustee shall notify the
Holders, of the name and address of any Agent not a party to this Indenture. The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain a Registrar or Paying
Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. 

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent at the Corporate Trust Office of the Trustee. 

The Issuers initially appoint DTC to act as the Depositary with respect to the Global Notes. 

SECTION 2.4. Paying Agent to Hold Money in Trust. The Issuers shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the Notes, and shall notify the Trustee of any Default by the
Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay to the Trustee all money held by it in trust for the benefit of the Holders or the Trustee. The Issuers at any time may require a
Paying Agent to pay all money held by it in trust for the benefit of the Holders or the Trustee to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability
for such money. If the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of any of the events
specified in Section 6.1, the Trustee shall serve as Paying Agent for the Notes. 
 SECTION 2.5. Holder Lists. The Trustee
shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven
(7) 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,
including the aggregate principal amount of the Notes held by each Holder thereof. 

  
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 SECTION 2.6. Book-Entry Provisions for Global Notes. 

(a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such
Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e).

 Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note
held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Issuers, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note
for all purposes whatsoever under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. 

Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a
Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the
delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent 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 in the Notes. 

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

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 and the rules and procedures of the Depositary. In addition, certificated Notes shall be transferred
to beneficial owners in exchange for their beneficial interests only if (i) the Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the
Issuers within 90 days of such notice, (ii) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Issuers within 90 days of such notice, (iii) an
Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a request from any Holder of a Global Note to issue such certificated Notes or (iv) the Issuers, in
their sole discretion, notify the Trustee in writing that they elect to cause the issuance of certificated Notes. 
 (c) In
connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.6(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall
authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of certificated Notes of authorized denominations. 

  
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 (d) The registered Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

(e) Each Global Note shall bear the Global Note Legend on the face thereof. 

(f) At such time as all beneficial interests in Global Notes have been exchanged for certificated Notes, redeemed, repurchased
or cancelled, all Global Notes shall be returned to or retained and cancelled 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 certificated
Notes, redeemed, repurchased or cancelled, 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 the Note Custodian, at the direction of the
Trustee, to reflect such reduction. 
 (g) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global
Notes and certificated Notes upon receipt of an Authentication Order in accordance with Section 2.2 or at the Registrar’s request. 

(2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuers may require
payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to
Section 2.7, Section 2.10, Section 3.6, Section 4.10, Section 4.13 or Section 9.4). 
 (3) All
Global Notes and certificated Notes issued upon any registration of transfer or exchange of Global Notes or certificated Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Notes (or interests therein) or certificated Notes surrendered upon such registration of transfer or exchange. 

(4) The Registrar is not required (A) to issue, to register the transfer of or to exchange Notes during a period beginning
at the opening of business 15 days before the day of any selection of Notes under Section 3.2 hereof and ending at the close of business on the day of such selection, (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 

  
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 (5) Prior to due presentment for the registration of a transfer of any Note,
the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent, or the Issuers shall be affected by notice to the contrary. 
 (6) The Trustee shall
authenticate Global Notes and certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any certificated Note in exchange
for a Global Note. 
 (7) Each Holder agrees to indemnify the Issuers and the Trustee against any liability that may result
from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 

(8) Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 
 (9) The transferor of any Note held in certificated form shall
provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the
Internal Revenue Code of 1986, as amended. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 

SECTION 2.7. Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee
receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Issuers, the Trustee and the Agents may charge for their expenses in replacing a Note. 

  
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 Every replacement Note is an additional obligation of the Issuers and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 SECTION 2.8.
Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled 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 2.8 as not outstanding. Except as set forth in Section 2.9, a Note does not cease to be outstanding because the Issuers, the Subsidiary Guarantors or any
of their respective Affiliates holds the Note. 
 If a Note is replaced pursuant to Section 2.7, 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 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent
(other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date or date of redemption, money sufficient to pay all amounts under the Notes payable on that date, then on and after that date such Notes shall be deemed
to be no longer outstanding and shall cease to accrue interest. 
 SECTION 2.9. Treasury Notes. In determining whether the
Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, the Subsidiary Guarantors or by any of their respective Affiliates 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 of which a Responsible Officer of the Trustee has written notice as being so owned shall
be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Issuers or an Affiliate of the Issuers pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal
title to such Notes passes to such entity. 
 SECTION 2.10. Temporary Notes. Until certificated Notes are ready for delivery,
the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider
appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall upon receipt of a written order of the Issuers signed by one Officer, authenticate certificated Notes in certificate form in exchange for
temporary Notes. 
 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 

SECTION 2.11. Cancellation. The Issuers at any time may deliver to the Trustee for cancellation any Notes previously authenticated
and delivered hereunder or which the Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. All Notes surrendered for registration of transfer, exchange or payment, if surrendered
to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Sections 2.7 and 2.16,
the Issuers may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice.


  
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 SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of
interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be the
earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1; provided that no special record date shall be required with
respect to any defaulted interest that is paid within the applicable grace period. The Issuers shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date. At least
15 days before the special record date, the Issuers (or the Trustee, in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of
such interest to be paid. The Trustee will have no duty whatsoever to determine whether any defaulted interest is payable or the amount thereof. 

SECTION 2.13. Computation of Interest. Interest on the Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months. 

SECTION 2.14. CUSIP and ISIN Numbers. The Issuers in issuing the Notes may use “CUSIP” and “ISIN” numbers,
and, if they do so, the Trustee shall use the CUSIP and/or ISIN number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy
of such numbers printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such
numbers. The Issuers shall promptly notify the Trustee in writing of any change in the CUSIP number and ISIN number. 
 SECTION 2.15.
Transfer and Exchange. 
 (a) The following provisions shall apply with respect to any proposed transfer of a Rule
144A Note or an Institutional Accredited Investor Note prior to the date which is at least six months after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers or any
Affiliate of the Issuers was the owner of such securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): 

(1) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall
be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 

  
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 (2) a transfer of a Rule 144A Note or an Institutional Accredited Investor
Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Exhibit D from the proposed transferee and, if requested by the Issuers or the
Trustee, the receipt by the Trustee or its agent of an Opinion of Counsel, certification and/or other information satisfactory to each of them; and 

(3) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a non-U.S. person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Exhibit C from the proposed transferor and, if requested by the Issuers or the
Trustee, the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them. 
 After the Resale
Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D
or any additional certification. 
 (b) The following provisions shall apply with respect to any proposed transfer of a
Regulation S Note prior to the date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than
distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period”): 

(1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the
transferee, in the form of assignment as set forth on the reverse of the Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB,
and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 

(2) a transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth under Exhibit D from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an Opinion of Counsel, certification and/or other information
satisfactory to each of them; and 

  
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 (3) a transfer of a Regulation S Note or a beneficial interest therein to a
non-U.S. person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Exhibit C hereof from the proposed transferor and, if requested by the
Issuers or the Trustee, receipt by the Trustee or its agent of an Opinion of Counsel, certification and/or other information satisfactory to each of them. 

After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without
requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. 
 (c) In
the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses
(a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be
adopted by the Issuers and notified to the Trustee in writing. 
 (d) Restricted Notes Legend. Upon the transfer,
exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the
Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the Securities Act. 
 (e) Regulation S
Legend. Upon the transfer, exchange or replacement of Notes not bearing the Regulation S Legend, the Registrar shall deliver Notes that do not bear the Regulation S Legend. Upon the transfer, exchange or replacement of Notes bearing the
Regulation S Legend, the Registrar shall deliver only Notes that bear the Regulation S Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. 

(f) General. By its acceptance of any Note bearing the Restricted Notes Legend or the Regulation S Legend, as
applicable, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend or the Regulation S Legend, as applicable, and agrees that it shall transfer such Note only
as provided in this Indenture. A transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a certificated Note or a beneficial interest in another Global Note shall be subject to compliance with
applicable law and the applicable procedures of the Depositary but is not subject to any procedure required by this Indenture. 

  
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 In connection with any proposed transfer pursuant to Regulation S or pursuant to any other
available exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A), the Issuers may require the delivery of an Opinion of Counsel, other certifications or other information satisfactory to the Issuers.

 The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.15.

 SECTION 2.16. Issuance of Additional Notes. 

The Issuers shall be entitled to issue Additional Notes in an unlimited aggregate principal amount under this Indenture that shall have
identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, first interest payment date applicable thereto, first date from which interest will accrue, transfer restrictions, any registration rights agreement
and additional interest with respect thereto; provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and provided, further, that if any Additional Notes are not fungible with the
existing Notes for U.S. federal income tax purposes, as determined by the Issuers, such Additional Notes will have a separate CUSIP number and ISIN. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under
this Indenture. 
 With respect to any Additional Notes, the Issuers shall set forth in an Officer’s Certificate, a copy of which shall
be delivered to the Trustee, the following information: 
 (1) the aggregate principal amount of such Additional Notes to be authenticated
and delivered pursuant to this Indenture; 
 (2) the issue price, the issue date, the CUSIP and/or ISIN number of such Additional Notes, the
first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; 

(3) whether such Additional Notes shall be Transfer Restricted Notes; and 

(4) that such issuance is not prohibited by this Indenture. 

The Trustee shall, upon receipt of the Officer’s Certificate, an Authentication Order and an Opinion of Counsel confirming that all
conditions precedent to the authentication and delivery of the Additional Notes have been satisfied and stating that the Additional Notes are the legal, valid and binding obligation of the Issuers, subject to the customary exceptions, authenticate
the Additional Notes in accordance with the provisions of Section 2.2 of this Indenture. 
 ARTICLE III 

REDEMPTION AND PREPAYMENT 

SECTION 3.1. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of
Section 3.7, they shall furnish to the Trustee, at least five Business Days (or such shorter period as is acceptable to the Trustee) before sending a notice of such redemption, an Officer’s Certificate setting forth the (i) the
paragraph of the Notes and/or section of this Indenture pursuant to which the redemption shall occur, (ii) redemption date (which, in the case of a redemption subject to conditions, may be subject to extension until such conditions are
satisfied), (iii) principal amount of Notes to be redeemed and (iv) the redemption price or the method for determining the redemption price. 

  
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 SECTION 3.2. Selection of Notes to Be Redeemed. In the event that less than all
of the Notes are to be redeemed at any time, the Trustee shall select the Notes (or portions of Notes) to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national security exchange, on a pro rata basis (except that any Notes represented by a Global Note will be redeemed by such method the Depositary may require); provided, however, that
no Notes of $2,000 in original principal amount or less shall be redeemed in part. Notwithstanding anything to the contrary stated herein, to the extent any such Notes are held in the form of Global Notes, the Notes to be redeemed shall be selected
in accordance with the applicable procedures and requirements of DTC. 
 SECTION 3.3. Notice of Redemption. The Issuers shall
mail or cause to be mailed (in each case sent by first class mail) in accordance with Section 11.1 and, in the case of Global Notes given in accordance with DTC procedures, a notice of redemption pursuant to Section 3.7 to each Holder
whose Notes are to be redeemed at its registered address (with a copy to the Trustee), at least 10 days but not more than 60 days before the expected redemption date (except that notices may be delivered more than 60 days before a redemption date if
the notice is issued in accordance with Article VIII) (which, in the case of a redemption subject to conditions, may be subject to extension of not more than three months until such conditions are satisfied). 

The notice shall identify the Notes to be redeemed (including the name of the Notes, the series, “CUSIP” numbers and corresponding
“ISINs”, if applicable, interest rate, maturity date and, if known, certificate numbers) and shall state: 
 (1)
the redemption date (which, in the case of a redemption subject to conditions, may be subject to extension until such conditions are satisfied); 

(2) the redemption price (or the method by which it is to be determined); 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a
Global Note will be made, as appropriate); 
 (4) the name and address of the Paying Agent; 

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

(6) that, unless the Issuers default in making such redemption payment, interest, if any, on Notes called for redemption ceases
to accrue on and after the redemption date; 

  
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 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the correctness or
accuracy of the CUSIP number and ISIN number, if any, listed in such notice or printed on the Notes; and 
 (9) any
conditions precedent to such redemption. 
 At the Issuers’ written request, the Trustee shall give the notice of redemption in the
Issuers’ name and at the Issuers’ expense; provided, however, that the Issuers shall have delivered to the Trustee, at least five Business Days prior to the date of the giving of the notice of redemption (or such shorter
period as is acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph and confirming that all
conditions precedent to the redemption, if any, have been satisfied. The notice sent in the manner herein provided shall be deemed to have been duly given whether or not the Holder receives such notice. In any case, failure to give such notice or
any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. 

SECTION 3.4. Effect of Notice of Redemption. Subject to the next paragraph, once notice of redemption is delivered in accordance
with Section 3.3, Notes called for redemption become due and payable on the redemption date at the applicable redemption price. 
 Any
redemption notice may, at the Issuers’ discretion, be subject to the satisfaction or waiver of one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. In addition, if such redemption is
subject to satisfaction or waiver of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, or
such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed. The Issuers shall provide written
notice, in the form of an Officer’s Certificate, of the satisfaction or waiver of such conditions, the delay of such redemption date or the rescission of such notice of redemption to the Trustee no later than the redemption date, and upon
receipt the Trustee shall provide such notice of each holder of the Notes in the same manner in which the notice of redemption was given. 

SECTION 3.5. Deposit of Redemption Price. On or before 11:00 a.m. (New York City time) on the redemption date, the Issuers shall
deposit with the Trustee or with the Paying Agent (other than the Issuers or an Affiliate of the Issuers) money sufficient to pay the redemption price, together with accrued and unpaid interest, if any, to the applicable redemption date on all Notes
to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price and accrued and
unpaid interest, if any, to the applicable redemption date on all Notes to be redeemed. 
 If the Issuers have deposited with the Trustee or
Paying Agent money sufficient to pay the redemption price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed, on and after the redemption, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption (regardless of whether certificates for such securities are actually surrendered). If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal from the redemption until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case, at the rate provided in the Notes and in
Section 4.1. 

  
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 SECTION 3.6. Notes Redeemed in Part. Upon surrender and cancellation of a Note
that is redeemed in part, the Issuers shall issue and, upon the written request of an Officer of the Issuers, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion
of the Note surrendered and canceled; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. 

SECTION 3.7. Optional Redemption. 

(a) The Notes may be redeemed, in whole or in part, at any time or from time to time prior to April 15, 2024 at the option
of the Issuers, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers will, prior to such redemption date, provide written notice executed by an officer of the Issuers of the Treasury Rate
and Applicable Premium, including the calculations thereof in reasonable detail. 
 (b) At any time or from time to time on
or after April 15, 2024, the Issuers, at their option, may redeem the Notes in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and
unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning April 15 of the years indicated below: 
  

			
	 Year
	  	Redemption Price
	 2024
	  	102.563%
	 2025
	  	101.282%
	 2026 and thereafter
	  	100.000%


  
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 (c) In the event that on or before April 15, 2024, the Issuers receive
net cash proceeds from one or more Equity Offerings, the Issuers may use an amount not greater than the amount of such net cash proceeds to redeem up to 40% of the original aggregate principal amount of all Notes issued (calculated after giving
effect to any issuance of Additional Notes) at a redemption price of 105.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable redemption date (subject to the rights of Holders of Notes on
the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date); provided that: 

(1) at least 60.0% of the aggregate principal amount of Notes issued (calculated after giving effect to any issuance of
Additional Notes) remains outstanding immediately after giving effect to each such redemption; and 
 (2) the redemption
occurs not more than 120 days after the date of the closing of any such Equity Offering. 
 (d) Nothing herein shall limit
the ability of the Issuers or their Affiliates to purchase or acquire Notes in open market purchases, tender or exchange offers or other negotiated transactions. 

(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or an offer to purchase with the proceeds from any Asset Disposition) and the Issuers, or any other
Person making such offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers will have the right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all
Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to Holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption). 

ARTICLE IV 
 COVENANTS 

SECTION 4.1. Payment of Notes. 

(a) The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Trustee or the Paying Agent (if other than the Issuer or a Subsidiary thereof) holds, as of 11:00 a.m.
(New York City time) on the relevant payment date, U.S. dollars deposited by the Issuers in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due. 

(b) The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace period), at the same rate to the extent lawful. 

  
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 SECTION 4.2. Maintenance of Office or Agency. The Issuers shall maintain an
office or agency in the United States where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers and the Subsidiary Guarantors in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

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

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with
Section 2.3. 
 SECTION 4.3. Provision of Financial Information. 

(a) Whether or not the Issuer is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision
thereto, the Issuer shall provide to the Trustee and, upon request, Holders the annual reports, quarterly reports and other reports which the Issuer would have been required to file with the SEC pursuant to such Section 13(a) or 15(d), or any
successor provision thereto, if the Issuer were so required, such documents to be provided to the Trustee and Holders on or prior to the respective dates (the “Required Filing Dates”) by which the Issuer would have been required to
file such documents with the SEC if the Issuer were so required (after giving effect to all applicable grace periods under the Exchange Act and the rules, regulations and orders of the SEC thereunder); provided that any such reports and documents
filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) (or any successor system) or made publicly available on the Issuer’s website shall be deemed to have been delivered to the
Trustee and the Holders of Notes for purposes of the foregoing requirements. The reports so provided will be prepared in all material respects with the rules and regulations of the SEC with respect to such reports, except they need not contain the
information that would be required by Items 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC. 

(b) So long as any of the Notes remain outstanding, if at any time the Issuer is not subject to Section 13(a) or 15(d)
under the Exchange Act, the Issuer will make available to any prospective purchaser of Notes or beneficial owner of Notes, upon their request, the information required by Rule 144A(d)(4) under the Securities Act until such time as the Holders of the
Notes, other than Holders that are Affiliates of the Issuer, are able to sell all such Notes immediately without restriction pursuant to the provisions of Rule 144 under the Securities Act, or any successor provision thereto. 

  
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 (c) In the event that any direct or indirect parent company of the Issuer
becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.3 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent company; provided that the
same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Subsidiaries on a standalone
basis, on the other hand. 
 (d) Any and all Defaults or Events of Default arising from a failure to furnish in a timely
manner any information required by this covenant shall be deemed cured (and the Issuer shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the date on which
such financial statement or report is so furnished). 
 (e) Delivery of reports and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’
or any Subsidiary Guarantor’s, as the case may be, compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Issuer). The Trustee shall have no
obligation or responsibility to determine whether the Issuer is required to file any reports or other information with the SEC, whether the Issuer’s information is available on EDGAR (or any successor system) or whether the Issuer has otherwise
delivered any notice or report in accordance with the requirements specified in this Section 4.3. 
 SECTION 4.4. Compliance
Certificate. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year beginning with the fiscal year ending December 26, 2021, an Officer’s Certificate stating that a review of the activities of the
Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that, to his or her knowledge, each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer
is taking or proposes to take with respect thereto). 
 The Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, within 30 days after any Officer becomes aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

 SECTION 4.5. Taxes. The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material
taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes. 

  
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 SECTION 4.6. Stay, Extension and Usury Laws. Each of the Issuers and each of the
Subsidiary Guarantors covenants (to the extent that it 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 each of the Issuers and each of the Subsidiary Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it 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 4.7. Limitation on Restricted Payments. 

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to: 

(1) directly or indirectly declare or pay any dividend on, or make any distribution (including any payment in connection with
any merger or consolidation derived from assets of the Issuer or any Restricted Subsidiary) in respect of its Capital Stock or to the holders thereof in their capacity as holders of Capital Stock, other than: 

(i) any dividends or distributions by the Issuer payable solely in shares of its Capital Stock (other than Redeemable Stock) or
in options, warrants or other rights to acquire its Capital Stock (other than Redeemable Stock), and 
 (ii) in the case of a
Restricted Subsidiary, dividends or distributions payable to the Issuer or a Restricted Subsidiary or, in the case of dividends or distributions made by a Restricted Subsidiary that is not wholly owned, dividends or distributions are made on a pro
rata basis (or on a basis more favorable to the Issuer), 
 (2) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Issuer or any parent thereof, other than in exchange for Capital Stock (other than Redeemable Stock) of the Issuer; 

(3) make any Investment in any Person, other than a Permitted Investment; and 

(4) redeem, repurchase, defease, prepay or otherwise acquire or retire for value, prior to any scheduled maturity, repayment or
sinking fund payment, any Subordinated Debt (other than Debt owed by the Issuer or any Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer or the Issuers, or any such payment on Debt due within one year of the date of
redemption, repurchase, defeasance, prepayment, decrease or other acquisition or retirement) 

  
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 (each of clauses (1) through (4) above being a “Restricted Payment”)
unless: 
 (i) no Event of Default, or an event that with the passing of time or the giving of notice, or both, would
constitute an Event of Default, has occurred and is continuing or would result from such Restricted Payment, 
 (ii) after
giving pro forma effect to such Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-fiscal-quarter period, the Issuer could Incur at least $1.00 of additional Debt pursuant to Section 4.9(a),
and 
 (iii) upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made
subsequent to the Issue Date (other than pursuant to clauses (2) and (4) through (15) of Section 4.7(b)) does not exceed the sum of: 

(1) (i) 50% of cumulative Consolidated Net Income (or, in the case Consolidated Net Income shall be negative, less 100% of
such deficit) of the Issuer since December 28, 2020 through the last day of the last full fiscal quarter ending immediately preceding the date of such Restricted Payment for which quarterly or annual financial statements are publicly available
(taken as a single accounting period), plus (ii) $150.0 million, plus; 
 (2) (i) 100% of the aggregate net cash
proceeds, and the Fair Market Value of property other than cash, in each case received by the Issuer or a Restricted Subsidiary after the Issue Date from contributions of capital or the issuance and sale (other than to (1) a Subsidiary of the
Issuer and (2) Excluded Contributions) of Capital Stock (other than Redeemable Stock) of the Issuer or any options, warrants or other rights to acquire Capital Stock (other than Redeemable Stock) of the Issuer, or any net payment received by
the Issuer in connection with the termination or settlement of options relating to its Capital Stock; provided that any such net proceeds received by the Issuer from an employee stock ownership plan financed by loans from the Issuer or a
Subsidiary of the Issuer shall be included only to the extent such loans have been repaid with cash on or prior to the date of determination, (ii) 100% of the aggregate net cash proceeds received by the Issuer after the Issue Date from the issuance
and sale of convertible or exchangeable Debt of the Issuer that has been converted into or exchanged for Capital Stock (other than (1) the 2025 Convertible Notes, (2) Redeemable Stock, (3) by or from a Subsidiary of the Issuer and
(4) Excluded Contributions) of the Issuer; provided that any such net proceeds received by the Issuer from an employee stock ownership plan financed by loans from the Issuer or a Subsidiary of the Issuer shall be included only to the
extent such loans have been repaid with cash on or prior to the date of determination, and (iii) without duplication, any reduction of Debt on the balance sheet of the Issuer to the extent such Debt is converted into or exchanged for Capital
Stock of the Issuer (other than (1) the 2025 Convertible Notes and (2) Redeemable Stock) after the Issue Date; plus 

  
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 (3) in the case of a disposition, liquidation or repayment (including by
way of dividends) of Investments by the Issuer and its Restricted Subsidiaries, subsequent to the Issue Date, in any Person subject to clause (3) above, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of
the return on capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes; plus 

(4) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Fair Market Value of the
Issuer’s interest in such Subsidiary. 
 (b) Notwithstanding the foregoing, Section 4.7(a) will not prohibit: 

(1) payment of any dividend on Capital Stock of any class within 60 days after the declaration thereof, or redemption of any
Subordinated Debt within 30 days after giving notice of redemption thereof, if, on the date when the dividend was declared or such notice of redemption given, the Issuer or any Restricted Subsidiary could have paid such dividend or redeemed such
Subordinated Debt in accordance with this Section 4.7; 
 (2) repayment or refinancing of any Subordinated Debt with
Permitted Refinancing Debt, or any Restricted Payment made in exchange for, by conversion into or out of the net proceeds of the substantially concurrent sale (other than from or to a Subsidiary of the Issuer or from or to an employee stock
ownership plan financed by loans from the Issuer or a Subsidiary of the Issuer) of shares of Capital Stock (other than Redeemable Stock) of the Issuer; 

(3) the payment of regular quarterly dividends on the Issuer’s shares of Common Stock (excluding special or one-time dividends) that have been approved by the Issuer’s board of directors so long as the Total Net Leverage Ratio would not exceed 4.50 to 1.00; 

(4) the acquisition of shares of Capital Stock in connection with (x) the exercise of employee or director stock options
or stock appreciation rights by way of cashless exercise and (y) the withholding of a portion of such Capital Stock to pay taxes associated therewith, and the purchase of fractional shares of Capital Stock of the Issuer or any Restricted
Subsidiary arising out of stock dividends, splits or combinations or business combinations; 
 (5) the repurchase, retirement
or other acquisition or retirement for value of equity interests of the Issuers by any future, present or former employee, consultant or director of the Issuer or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments
made pursuant to this clause (5) in any calendar year, when combined with the aggregate amount of all cash payments (whether principal or interest) made by the Issuers and the Subsidiary Guarantors in respect of any promissory notes pursuant to
Section 4.9(b)(14) in such calendar year, shall not exceed $40.0 million, provided that any unused amounts in any calendar year may be carried over to succeeding calendar years, so long as the aggregate amount of all Restricted Payments
made pursuant to this clause (5) in any calendar year (after giving effect to such carry forward), when aggregated with the aggregate amount of all cash payments made in respect of promissory notes pursuant to Section 4.9(b)(14) in such
calendar year (after giving effect to such carry forward), shall not exceed $50.0 million; provided that any cancellation of Debt owing to the Issuers in connection with and as consideration for a repurchase of equity interests of the Issuers
shall not be deemed to constitute a Restricted Payment for purposes of this clause (5); provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the sum of (1) the
amount of net cash proceeds of Capital Stock (other than Excluded Equity) to the extent that such net cash proceeds shall have been actually received by the Issuer through a capital contribution of such net cash proceeds by the Issuer (and to the
extent not used to make a Restricted Payment to employees, directors, officers, members of management or consultants of the Issuer or of its Restricted Subsidiaries that occurs after the Issue Date) plus (2) the net cash proceeds of key man
life insurance policies received by the Issuer or any of its Subsidiaries after the Issue Date less (y) the aggregate amount of all Restricted Payments made after the Issue Date with the net cash proceeds described in preceding clause (x), less
(z) the aggregate amount of all cash payments made in respect of any promissory notes pursuant to Section 4.9(b)(14) after the Issue Date; 

  
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 (6) dividends on Redeemable Stock of the Issuer or a Restricted Subsidiary,
or dividends on Preferred Stock of a Restricted Subsidiary, in each case incurred in compliance with Section 4.9; 
 (7)
the payment of cash in lieu of the issuance of Capital Stock in connection with the conversion, retirement, repurchase or redemption of any series of Convertible Debt securities of the Issuer or its Restricted Subsidiaries; 

(8) upon the occurrence of a Change of Control or an Asset Disposition and after the completion of the Offer to Purchase under
Section 4.10 or Section 4.13 (including the purchase of all Notes tendered and required to be purchased), any purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Debt required under the
terms thereof as a result of such Change of Control or Asset Disposition at a purchase or redemption price not to exceed 101% (in the case of a Change of Control) or 100% (in the case of an Asset Disposition) of the outstanding principal amount
thereof, plus accrued and unpaid interest thereon, if any; provided that, in the case of an Asset Disposition, such purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Debt does not exceed
the Net Available Proceeds from such Asset Disposition; 
 (9) the payment of the deferred purchase price or earn-outs,
including holdbacks (and the receipt of any corresponding consideration therefor), or payments with respect to fractional shares, in each case in connection with an acquisition to the extent such payment would have been permitted by this Indenture
at the time of such acquisition; 

  
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 (10) Restricted Payments, so long as the Total Net Leverage Ratio would not
exceed 3.50 to 1.00; 
 (11) other Restricted Payments in an aggregate amount not to exceed $50.0 million; 

(12) repurchases, redemptions and other acquisitions of Capital Stock in Employment Participation Subsidiaries held by current
or former restaurant employees of, and development partners with, the Issuer or any of its Restricted Subsidiaries; 
 (13)
Restricted Payments with the proceeds of Excluded Contributions; 
 (14) distributions to Persons in Brazil to the extent
that such amounts are structured to serve as a component of compensation providing more favorable tax treatment than salary and are deducted in determining Consolidated Net Income; 

(15) any payments in connection with (a) the purchase of a Permitted Bond Hedge Transaction and (b) the settlement of
any related Permitted Warrant Transaction (i) by delivery of shares of the Issuer’s common stock upon settlement thereof or (ii) by (A) set-off against the related Permitted Bond Hedge
Transaction in shares of the Issuer’s common stock or (B) payment of an early termination amount thereof in shares of the Issuer’s common stock upon any early termination thereof; and 

(16) the payment of cash to a holder of Convertible Debt upon conversion or exchange of such Convertible Debt that does not
exceed an amount equal to the sum of the principal amount of the Convertible Debt that is converted or exchanged and any accrued interest paid thereon; 

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), (8),
(10), (11) and (13), no Default shall have occurred and be continuing or would otherwise occur as a consequence thereof. 

The amount of net proceeds from any exchange for, conversion into or sale of Capital Stock of the Issuer pursuant to
Section 4.7(b)(2) shall be excluded from the calculation of the amount available for Restricted Payments pursuant to clause (4)(iii)(2) of Section 4.7(a). 

(c) For purposes of determining compliance with this Section 4.7, if a Restricted Payment meets the criteria of more than
one of the types of Restricted Payments described in clauses (1) through (14) of Section 4.7(b) or pursuant to Section 4.7(a), the Issuers, in their sole discretion, may order and classify, and subsequently reorder and reclassify,
such Restricted Payment in any manner in compliance with this Section 4.7. 

  
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 (d) For purposes of this Section 4.7, if a particular Restricted
Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an
amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued for purposes of this Section 4.7
will be determined by, in the case of amounts under $50.0 million, by an officer of the Issuer and, in the case of amounts greater than or equal to $50.0 million, the Board of Directors of the Issuer (and a copy of the resolution with
respect thereto will be delivered to the Trustee). 
 SECTION 4.8. Limitation on Dividend and Other 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 encumbrance or restriction on the ability of any Restricted Subsidiary: 

(1) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Issuer
or any other Restricted Subsidiary or pay any Debt or other obligation owed to the Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends, distributions or liquidating
distributions prior to dividends, distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and any subordination of any obligation to any other
obligation shall not be deemed a restriction on the ability to pay any Debt or other obligation); 
 (2) to make loans or
advances to the Issuer or any other Restricted Subsidiary; or 
 (3) otherwise to transfer any of its property or assets to
the Issuer or any other Restricted Subsidiary. 
 (b) Notwithstanding the restrictions in Section 4.8(a), the Issuer
may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: 
 (1) pursuant to any
agreement in effect on the Issue Date (including the Senior Secured Credit Facilities); 
 (2) pursuant to this Indenture,
the Notes and the Subsidiary Guarantees; 
 (3) pursuant to an agreement relating to any Debt Incurred by or Capital Stock of
a Person (other than a Restricted Subsidiary existing on the Issue Date or any Restricted Subsidiary carrying on any of the businesses of any such Restricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and
outstanding on such date and not Incurred in connection with, or anticipation of, becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so
acquired; provided, that the Incurrence of such Debt was permitted under Section 4.9; 

  
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 (4) pursuant to an agreement effecting a renewal, refunding, replacement,
refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (1) or (3) of this Section 4.8(b); provided, however, that the provisions contained in such renewal, refunding, replacement, refinancing
or extension agreement relating to such encumbrance or restriction are not materially more restrictive, taken as a whole, than the provisions contained in the agreement being renewed, refunded, replaced, refinanced or extended; 

(5) in the case of a restriction described in clause (3) of Section 4.8(a), contained in any security agreement
(including a finance lease) securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the assets or property subject to such security agreement;
provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt repaid; 

(6) in the case of a restriction described in clause (3) of Section 4.8(a), consisting of customary non-assignment provisions entered into in the ordinary course of business in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights
under any such contract; 
 (7) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been
entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such restriction terminates if such transaction is closed or abandoned; 

(8) in bona fide contracts for the sale of any property or assets; 

(9) any encumbrance or restriction contained in the terms of any Debt or Capital Stock otherwise permitted to be Incurred under
this Indenture if the Issuers determine that any such encumbrance or restriction either (i) will not materially affect the Issuers’ ability to make principal or interest payments on the Notes and such restrictions are not materially less
favorable to Holders of Notes than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that
Restricted Subsidiary pursuant to agreements in effect on the Issue Date or those contained in this Indenture or the Senior Secured Credit Facilities, in each case as determined in good faith by the Board of Directors or an Officer of the Issuer;

 (10) restrictions applicable to Foreign Subsidiaries in agreements or instruments governing Debt of Foreign Subsidiaries;
or 
 (11) if such encumbrance or restriction is the result of applicable laws or regulations. 

  
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 SECTION 4.9. Limitation on Debt. 

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt, except that the Issuers and any
Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated Coverage Ratio of the Issuer and its Restricted Subsidiaries would be not
less than 2.00 to 1.00 (“Ratio Debt”); provided that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this paragraph and outstanding at any one time shall not
exceed the greater of (i) $55.0 million and (ii) 2.0% of Total Assets determined at the time of Incurrence. 
 (b)
Notwithstanding Section 4.9(a), the following Debt may be Incurred (collectively, the “Permitted Debt”): 

(1) Debt of the Issuer or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred
under this clause (1) at any one time outstanding not to exceed the greater of (i) $1,100.0 million (plus up to an additional $425.0 million if at the time of Incurrence, after giving pro forma effect thereto, the Total Net Leverage
Ratio would not exceed 4.50 to 1.00) and (ii) an amount such that, after giving pro forma effect thereto, the Secured Net Leverage Ratio (treating all Debt Incurred under this clause (1) as secured by Liens on the assets of the Issuer) of
the Issuer and its Restricted Subsidiaries would not exceed 3.00 to 1.00, plus, in the case of any refinancing of any Debt permitted under this clause (1) or any portion thereof, any increase in the amount of such Debt in connection with any
refinancing expenses, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith; 

(2) Debt of the Issuer or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause
(1) of this Section 4.9(b); 
 (3) Debt owed by the Issuer to any Restricted Subsidiary or Debt owed by a
Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided, however, that: 
 (A) any such Debt
owing by the Issuers or a Subsidiary Guarantor to a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and 

(B) upon either the transfer or other disposition by such Restricted Subsidiary or the Issuer of any Debt so permitted to a
Person other than the Issuer or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such
Restricted Subsidiary to a Person other than the Issuer or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (3) shall no longer be applicable to such Debt and such Debt shall be
deemed to have been Incurred at the time of such transfer or other disposition; 

  
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 (4) Debt consisting of the Notes (other than any Additional Notes); 

(5) the Subsidiary Guarantees and Guarantees by the Issuer or any Restricted Subsidiary of any Debt of the Issuer or a
Restricted Subsidiary permitted to be Incurred under this Indenture; 
 (6) (i) Debt of the Issuer or any of its Restricted
Subsidiaries represented by Finance Lease Obligations or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of acquisition, construction, repair or improvement of property,
plant or equipment used in the business of the Issuer or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (6), not to exceed, at any one time
outstanding, the greater of (i) $75.0 million and (ii) 2.5% of Total Assets determined at the time of Incurrence, and (ii) Debt arising out of sale and leaseback transactions permitted by clause (i) of the exclusions from the
definition of “Asset Disposition” not to exceed, at any one time outstanding, the greater of (i) $75.0 million and (ii) 2.5% of Total Assets determined at the time of Incurrence; 

(7) Debt of the Issuer or any Restricted Subsidiary consisting of Permitted Interest Rate, Currency or Commodity Price
Agreements; 
 (8) Permitted Acquisition Debt; 

(9) Debt of Foreign Subsidiaries in an aggregate amount Incurred pursuant to this clause (9) at any one time outstanding
not to exceed the greater of (i) $100.0 million and (ii) 3.0% of Total Assets determined at the time of such Incurrence; 

(10) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any
extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clauses (2), (4), (5), (6), (8) or (18) of this Section 4.9(b) and this clause (10); provided that any Permitted Refinancing Debt in respect of Debt
Incurred pursuant to clauses (6) and (18) shall accordingly reduce amounts available thereunder; 
 (11) Obligations
arising from agreements by the Issuer or a Restricted Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs, deferred compensation or other similar obligations, in each case, Incurred in connection with
the acquisition or disposition of any business or assets; 
 (12) Debt Incurred by the Issuer or its Restricted Subsidiaries
in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self- insurance obligations,
take-or-pay obligations contained in supply arrangements, letters of credit, bank guarantees, bankers’ acceptances, performance, bid, surety and similar bonds and
completion Guarantees (not for borrowed money) provided in the ordinary course of business; 

  
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 (13) Debt of the Issuer or any of its Restricted Subsidiaries arising from
customary cash management services provided by a bank or other financial institution in the ordinary course of business, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds
transfer and other cash management arrangements; 
 (14) Debt consisting of promissory notes (A) issued by the Issuers
or any Subsidiary Guarantor to current or former officers, directors, consultants and employees, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the Issuer’s repurchase or redemption of Capital Stock
of the Issuer permitted by Section 4.7(b)(5); provided that such Debt shall be subordinated in right of payment to the Notes and (B) issued by Employment Participation Subsidiaries to current or former restaurant employees, and development
partners of Employment Participation Subsidiaries as consideration in respect of repurchases, redemptions or acquisitions of Capital Stock in Employment Participation Subsidiaries permitted by Section 4.7(b)(12) in the ordinary course of
business and consistent with past practice; 
 (15) Debt representing deferred compensation to employees of the Issuer or any
Restricted Subsidiaries incurred in the ordinary course of business; 
 (16) Debt in an aggregate amount not to exceed the
net cash proceeds received by the Issuer after the Issue Date from the issuance and sale of Capital Stock of the Issuer (other than Redeemable Stock) to the extent not used to make payments under the promissory notes referred to in clause
(14) above, clauses (5) or (12) of Section 4.7(b) or taken into account for purposes of clause (4)(iii)(2) of Section 4.7(a); 

(17) Debt in the form of letters of credit in an aggregate principal amount at any one time outstanding not to exceed
$50.0 million; and 
 (18) in addition to the items referred to in clauses (1) through (17) of this
Section 4.9(b), Debt of the Issuer or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this clause (18), and including any renewals, extensions, substitutions, refinancings or replacements of such
Debt, has an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $170.0 million and (ii) 6.0% of Total Assets determined at the time of Incurrence. 

(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant
to, and in compliance with, this Section 4.9: 

  
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 (1) in the event that Debt meets the criteria of more than one of the types
of Debt described in Section 4.9(a) and Section 4.9(b) of this covenant, the Issuers, in their sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in
any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Senior Secured Credit Facilities shall be deemed
Incurred under clause (1) of the second paragraph of this covenant and may not later be reclassified; 
 (2) Guarantees
of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; 

(3) the principal amount of any Redeemable Stock or Preferred Stock of the Issuer or a Restricted Subsidiary will be equal to
the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; 

(4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be
permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; 

(5) any Receivables Sale shall be the amount for which there is recourse to the seller; and 

(6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the
liability in respect thereof determined in accordance with GAAP. 
 (d) Accrual of interest, accrual of dividends, the
accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of
this Section 4.9. 
 (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or
first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does
not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Issuer and its Restricted Subsidiaries may Incur pursuant to this Section 4.9 shall not
be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. 

  
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 SECTION 4.10. Limitation on Asset Dispositions. 

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: 

(1) the Issuer or the Restricted Subsidiary, as the case may be, receives consideration for such Asset Disposition at least
equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Disposition) for the assets or Capital Stock sold or disposed of; and 

(2) in the case of an Asset Disposition or series of related Asset Dispositions having a Fair Market Value of at least
$25.0 million, at least 75% of the consideration for such Asset Disposition or series of related Asset Dispositions consists of: 

(i) cash or Cash Equivalents; 

(ii) the assumption of Debt of the Issuer or such Restricted Subsidiary (other than Debt that is subordinated to the Notes or
such Restricted Subsidiary’s Subsidiary Guarantee) relating to such assets and release from all liability on the Debt assumed; 

(iii) Replacement Assets; 

(iv) Designated Noncash Consideration; or 

(v) any combination of the foregoing; 

provided that the amount of any consideration received by the Issuer or such Restricted Subsidiary that is converted
into cash within 180 days of the closing of such Asset Disposition shall be deemed to be cash for purposes of this Section 4.10(a) (to the extent of the cash received). The foregoing clauses (1) or (2) of this Section 4.10(a) shall
not apply with respect to any condemnation, event of loss or other involuntary Asset Disposition. 
 (b) Within 365 days
after the receipt of any Net Available Proceeds from an Asset Disposition, the Issuers (or the applicable Restricted Subsidiary, as the case may be), may apply such Net Available Proceeds at its option, in any combination of the following: 

(1) to repay, repurchase or otherwise retire (i) any Debt of the Issuers or any Subsidiary Guarantor that is not
Subordinated Debt or (ii) any Debt of any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor (other than the Co-Issuer), in each case, other than Debt owed to the Issuer or an
Affiliate of the Issuer; 

  
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 (2) to acquire Replacement Assets or make capital expenditures;
provided that, the Issuer or such Restricted Subsidiary will be deemed to have complied with its obligations under this Section 4.10(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the
receipt of the applicable Net Available Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Available Proceeds; provided, further, that upon any
abandonment or termination of such commitment, the Net Available Proceeds not so applied shall constitute Excess Proceeds and be applied as set in Section 4.10(c); or 

(3) any combination of the foregoing. 

(c) Any Net Available Proceeds that are not applied or invested as provided in Section 4.10(b) will constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier, at the Issuers’ election, the Issuers will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu
Debt outstanding with similar provisions requiring the Issuers to make an Offer to Purchase such Debt with the proceeds from any Asset Disposition as follows: 

(1) the Issuers will make an Offer to Purchase from all Holders of the Notes in accordance with the procedures set forth in
this Indenture in the maximum principal amount (expressed in amounts of $2,000 or integral multiples of $1,000 in excess thereof) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such
Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to
proration in the event such amount is less than the aggregate Offered Price for all Notes tendered); and 
 (2) to the extent
required by such Pari Passu Debt, the Issuers will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess
of the Excess Proceeds over the Note Amount. However, in no event will the Issuers be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to
be paid to repurchase such Pari Passu Debt. 
 The offer price for the Notes will be payable in cash in an amount equal to
100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date (the “Offer Date”) such Offer to Purchase is consummated (the “Offered Price”), in accordance with
the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer to Purchase is less than the Note Amount relating to the tendered Notes or the aggregate amount of Pari Passu Debt
that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis; provided, that, in the case of Global Notes issued, beneficial interests in such Notes shall be
repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with the procedures of the applicable clearing system; otherwise, such beneficial interests shall be selected for repurchase in accordance with such
procedures. Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. 

  
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 (d) If the Issuers become obligated to make an Offer to Purchase pursuant to
this Section 4.10, the Notes (in amounts of $2,000 and integral multiples of $1,000 in excess thereof), and the Pari Passu Debt shall be purchased by the Issuers, at the option of the Holders thereof, in whole or in part, on a date that is not
earlier than 30 days and not later than 60 days from the date the notice of the Offer to Purchase is given to Holders, or such later date as may be necessary for the Issuers to comply with the requirements under the Exchange Act. 

(e) The Issuers shall comply with all applicable securities laws and regulations in the United States, including, without
limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to an Offer to Purchase. To the extent that the
provisions of any applicable securities laws or regulations conflict with this Section 4.10, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 4.10 by virtue of such compliance. 
 SECTION 4.11. Limitation on Transactions with Affiliates. 

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction
or series of related transactions having a value in excess of $10.0 million with or for the benefit of an Affiliate of the Issuer or a Restricted Subsidiary, including any Investment, either directly or indirectly, unless such transaction is on
terms no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm’s-length transaction with an entity that is not an Affiliate or is otherwise fair
to the Issuers from a financial point of view. For any transaction or series of related transactions involving aggregate value in excess of $25.0 million, such transaction or series of related transactions is approved by either (x) a
majority of the Disinterested Directors of the Board of Directors of the Issuer, if any, or in the event there is only one Disinterested Director, by such Disinterested Director, or (y) the audit committee of the Board of Directors of the
Issuer (with any Director on such committee that is not a Disinterested Director recusing himself or herself). 
 (b) The
preceding requirements shall not apply to: 
 (1) any transaction pursuant to agreements in effect on the Issue Date, as
these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the
good faith judgment of the Board of Directors or senior management of the Issuer, when taken as a whole, than the terms of the agreements in effect on the Issue Date; 

  
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 (2) any employment agreement or employee benefit arrangements with any
officer or director, including under any stock option or stock incentive plans, entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business of the Issuer or such Restricted Subsidiary or approved by a majority
of the disinterested members of the Board of Directors; 
 (3) transactions between or among the Issuer and/or its Restricted
Subsidiaries and any Guarantees issued by the Issuer or a Restricted Subsidiary for the benefit of the Issuer or a Restricted Subsidiary, as the case may be, in accordance with Section 4.9; 

(4) any transaction with any Person (x) that is not an Affiliate of the Issuer immediately before the consummation of such
transaction that becomes an Affiliate of the Issuer as a result of such transaction or (y) that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Capital Stock in, or controls, such Person; 

(5) transactions with joint ventures entered into in the ordinary course of business, provided that no other Affiliate
of the Issuer (other than a Subsidiary thereof) directly or indirectly holds any Capital Stock of such joint venture; 
 (6)
payment of reasonable directors fees to Persons who are not otherwise employees of the Issuer; 
 (7) indemnities of
officers, directors and employees of the Issuer or any Subsidiary of the Issuer pursuant to bylaws, or statutory provisions or indemnification agreements or the purchase of indemnification insurance for any director or officer; 

(8) any Restricted Payment or Permitted Investment that is permitted to be made pursuant to Section 4.7; 

(9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary
course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the Issuers, such transactions are on terms that are no less
favorable to the Issuers or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; 

(10) the grant, issuance or sale of Capital Stock (other than Redeemable Stock) to Affiliates of the Issuer and the granting of
registration rights and other customary rights in connection therewith; 

  
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 (11) any transaction as to which the Issuer delivers to the Trustee a
written opinion of an investment banking firm of national standing or other recognized independent expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is
required stating that the transaction or series of related transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are no less favorable to the Issuer or such Restricted Subsidiary
than those that could be obtained in a comparable arm’s-length transaction with an entity that is not an Affiliate; and 

(12) written agreements entered into or assumed in connection with mergers or acquisitions of other businesses with Persons who
were not Affiliates prior to such transactions; provided that such agreement was not entered into in contemplation of such merger or acquisition, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders
in the good faith judgment of the Board of Directors or senior management of the Issuer, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger. 

(c) Notwithstanding the preceding, the requirements set forth in the third sentence of Section 4.11(a) relating to an
opinion from an investment banking firm of national standing or other recognized independent expert shall not apply to leases of property or equipment entered into in the ordinary course of business. 

SECTION 4.12. Limitation on Liens. 

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien (other than a Permitted Lien) on any property or asset (including any intercompany notes) of the Issuer or a Restricted Subsidiary now owned or hereafter acquired, or assign or convey a right to receive any income
or profits from such Liens, to secure (i) any Debt of the Issuers unless prior to, or contemporaneously therewith, the Notes are equally and ratably secured for so long as such other Debt is so secured, or (ii) any Debt of any Subsidiary
Guarantor, unless prior to, or contemporaneously therewith, the Subsidiary Guarantee of such Subsidiary Guarantor is equally and ratably secured for so long as such other Debt is so secured; provided, however, that if such Debt is expressly
subordinated to the Notes or a Subsidiary Guarantee, the Lien securing such Debt will be subordinated and junior to the Lien securing the Notes or such Subsidiary Guarantee, as the case may be, with the same relative priority as such Debt has with
respect to the Notes or such Subsidiary Guarantee. 
 (b) Notwithstanding the foregoing, any Lien securing the Notes or any
Subsidiary Guarantee granted pursuant to this Section 4.12 will be automatically and unconditionally released and discharged upon the release by the holders of the Debt described in Section 4.12(a) of their Lien on the property or assets
of the Issuer or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt), at such time as the holders of all such Debt also release their Lien on the property or assets of the Issuer or such
Restricted Subsidiary, or upon any sale, exchange or transfer to any Person that is not an Affiliate of the Issuer of the property or assets secured by such Lien, or of all of the Capital Stock held by the Issuer or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary creating such Lien. 

  
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 SECTION 4.13. Offer to Purchase upon Change of Control. No later than 30 days
after the occurrence of a Change of Control, the Issuers will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all outstanding Notes at a purchase price equal to 101% of their
principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase (the “Change of Control Purchase Price”) (subject to the right of Holders of Notes on the relevant regular record date to receive
interest due on the relevant interest payment date). 
 On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with
the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. 

On the Purchase Date, the Issuers will, to the extent lawful: 

(1) accept for payment all Notes or portions of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly
tendered pursuant to the Change of Control Offer; and 
 (2) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. 

The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be
in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. 
 If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and
will not be paid as part of the Change of Control Purchase Price. 
 The Issuers will not be required to make a Change of Control Offer upon
a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and
purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given pursuant to Article III, unless and until there is a default in payment of
the applicable redemption price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuers have made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered
at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. 

  
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 The Issuers shall comply with all applicable securities legislation in the United States,
including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the repurchase of Notes pursuant to an Offer to Purchase
the Notes. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under this Section 4.13 by virtue of such compliance. 
 The provisions under this Indenture relating to the
Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes. 

Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer. 

SECTION 4.14. Corporate Existence. Subject to Article V, each of the Issuers shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each of the Subsidiary Guarantors in accordance with the respective organizational documents (as the
same may be amended from time to time) of such Issuer or any such Subsidiary Guarantor and the rights (charter and statutory), licenses and franchises of the Issuers and the Subsidiary Guarantors; provided that the Issuer shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Subsidiary Guarantors, if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Issuer and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders. 

SECTION 4.15. Future Guarantees. If any Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any Debt of the
Issuers or a Subsidiary Guarantor under, or borrows Debt under, (i) the Senior Secured Credit Facilities or (ii) any other Debt Facility in an aggregate principal amount in excess of $50.0 million, in each case, on or after the Issue
Date, then such Domestic Subsidiary will become a Subsidiary Guarantor and execute a supplemental indenture within 30 days of the date on which it became a guarantor or borrower with respect to such other Debt. 

  
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 SECTION 4.16. Designation of Restricted and Unrestricted Subsidiaries. 

(a) The Issuer, by delivery of an Officer’s Certificate to the Trustee, may designate any Restricted Subsidiary (other
than the Co-Issuer) to be an “Unrestricted Subsidiary,” in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed
to be an Unrestricted Subsidiary, if: (1) neither the Issuer nor any of its other Subsidiaries (other than another Unrestricted Subsidiary) provides credit support for, or a Guarantee of, any Debt of such Subsidiary or any Subsidiary of such
Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and no default with respect to any Debt of such Subsidiary
or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Issuer and its
Subsidiaries (other than another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity, except in either case to the extent that the amount of
any such Debt constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; (2) such Subsidiary does not own any Capital Stock of, or does not own or hold any Lien on any property of, any other Restricted
Subsidiary which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; (3) at the time of designation, the Issuer could make a Restricted Payment or Permitted Investment in an amount equal to the
Fair Market Value of its interest in such Subsidiary pursuant to Section 4.7; (4) such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation to
(a) subscribe for additional Capital Stock of such Subsidiary or (b) maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results, except in either case to
the extent that the amount of any such obligation constitutes a Restricted Payment or Permitted Investment that is made in compliance with Section 4.7; and (5) no Default shall have occurred and be continuing at the time of, or immediately
after giving effect to, such designation. 
 (b) The Issuer, by delivery of an Officer’s Certificate to the Trustee, may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer if: (1) (a) the Issuer would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.9(a), or (b) the Consolidated Coverage
Ratio of the Issuer would not be less than the Consolidated Coverage Ratio of the Issuer immediately prior to such designation, in each case on a pro forma basis taking into account such designation; (2) all Liens of such Unrestricted
Subsidiary outstanding immediately following such designation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (3) no Default or Event of Default would occur and be continuing following
such designation. 
 For the avoidance of doubt, the Co-Issuer may never be designated as an Unrestricted Subsidiary
pursuant to the terms of this Indenture. 
 The Trustee shall have no duty whatsoever to monitor or inquire whether a Subsidiary is a Restricted Subsidiary
or an Unrestricted Subsidiary and may be entitled to conclusively rely on the Officer’s Certificates delivered to it by the Issuer as described above. 

  
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 SECTION 4.17. Covenant Suspension. 

(a) If on any date following the Issue Date, the Notes have an Investment Grade Rating from two Rating Agencies; and no Default
or Event of Default shall have occurred and be continuing, then, upon delivery to the Trustee of an Officer’s Certificate to the foregoing effect, the covenants specifically listed under the following captions in this Indenture will be
suspended: 
 (1) Section 4.7; 

(2) Section 4.8; 

(3) Section 4.9; 

(4) Section 4.10; 

(5) Section 4.11; 

(6) Section 4.15 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the
commencement of the applicable suspension date); and 
 (7) Section 5.1(a)(3). 

During any period that the foregoing covenants have been suspended, the Issuer shall not designate any of the Issuer’s
Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with Section 4.07 as if Section 4.07 were in effect during such period. 

Upon the occurrence of a covenant suspension, the amount of Excess Proceeds from Net Available Proceeds shall be reset at zero.
During any period that the foregoing covenants have been suspended, any reference in the definition of “Unrestricted Subsidiary” or “Permitted Liens” to Section 4.9 or any provision thereof shall be construed
as if Section 4.9 had remained in effect since the Issue Date and during such period. 
 (b) Notwithstanding the
foregoing, if the Notes cease to have an Investment Grade Rating from two Rating Agencies, the foregoing covenants will be reinstated as of and from the date of such rating decline, subject to further suspension in the future upon the satisfaction
of the conditions described in Section 4.17(a) above. Any Debt Incurred during the period when the covenants are suspended will be classified as having been Incurred pursuant to Section 4.9(a) or one of the clauses of Section 4.9(b).
To the extent such Debt would not be so permitted to be Incurred, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of Section 4.9(b). Calculations under the
reinstated Section 4.7 will be made as if Section 4.7 had been in effect prior to, but not during, the suspension period. In addition: (i) for purposes of Section 4.8, all contracts entered into during a suspension period that
contain any of the restrictions contemplated by such covenant will be deemed to have been entered into pursuant to Section 4.8(b)(1); (ii) for purposes of Section 4.12, any Lien Incurred during a suspension period will be deemed to have
been entered into pursuant to clause (9) of the definition of “Permitted Liens”; and (iii) for purposes of Section 4.11, all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an
Affiliate of the Issuer during such period will be deemed to have been entered into pursuant to Section 4.11(b)(1). No Default or Event of Default will be deemed to have occurred with respect to the suspended covenants as a result of any
actions taken by the Issuer or its Restricted Subsidiaries during the period when such covenants are suspended, and the Issuers and any Subsidiary of the Issuer will be permitted, without causing a Default or Event of Default or breach of any of the
suspended covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during the period when such covenants are suspended following a
downgrade and to consummate the transactions contemplated thereby. 

  
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 (c) Promptly following the occurrence of any suspension or reinstatement of
the covenants as described above, the Issuer will provide an Officer’s Certificate to the Trustee regarding such occurrence and the effective date of such change. The Trustee shall have no obligation to independently determine, monitor or
verify if a suspension or reinstatement has occurred or notify the Holders of any suspension or reinstatement. There can be no assurance that the Notes will ever achieve an Investment Grade Rating or, if such ratings are achieved, that they will be
maintained. 
 ARTICLE V 

SUCCESSORS 
 SECTION 5.1.
Consolidation, Merger, Conveyance, Transfer or Lease. 
 (a) Neither the Issuer nor the
Co-Issuer shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in a single transaction or series of related transactions to, another Person, unless:

 (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation,
partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Issuer or the
Co-Issuer, as applicable) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer or the Co-Issuer, as applicable, under this Indenture and the Notes and, if the Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or
existing under such laws; 
 (2) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing; 
 (3) immediately after giving pro forma effect to such transaction and treating any Debt
which becomes an obligation of the Issuer or a Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the time of the transaction, either (i) the Issuer (including any
Successor Company) could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a), or (ii) the Consolidated Coverage Ratio of the Issuer or such Successor Company is not less immediately after such
transaction than it was immediately before such transaction; 

  
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 (4) at the time of such transaction, unless the Issuer or the Co-Issuer, as applicable, is the Successor Company, each Subsidiary Guarantor will have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this
Indenture and the Notes; and 
 (5) the Issuer or the Co-Issuer, as applicable shall
have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture, if any, comply with this Indenture and that the
supplemental indenture constitutes the legal, valid and binding obligation of the Successor Company, subject to the customary exceptions. 

Notwithstanding the foregoing, (i) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary,
(ii) the provisions of clauses (2) or (3) above shall not apply to a merger of the Issuer or the Co-Issuer with or into a (or in the case of the Co-Issuer,
another) Restricted Subsidiary, and (iii) the above provisions shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiary. 

For purposes of this Section 5.1(a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or
substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the
Issuer on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Issuer. 

The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Co-Issuer, as applicable, under this Indenture, and, except in the case of a lease of all or substantially all its assets, the Issuer or the Co-Issuer, as applicable, will be
released from the obligation to pay the principal of, and interest on, the Notes and all other obligations under this Indenture. 

(b) Except in circumstances under which this Indenture provides for the release of Subsidiary Guarantees as described under
Section 10.5, each Subsidiary Guarantor will not, and the Issuers will not permit a Subsidiary Guarantor to, consolidate with or merge with or into, or convey or transfer or lease all or substantially all its assets to, another Person (other
than the Issuer, the Co-Issuer or another Subsidiary Guarantor), unless at the time and after giving effect thereto: 

(1) 

(A) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”) shall be a
corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Subsidiary Guarantor (if not the Subsidiary
Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee;


  
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 (B) immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing; 
 (C) the Subsidiary Guarantor shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture, if any, comply with this Indenture and that the supplemental indenture constitutes the
legal, valid and binding obligations of the Successor Company, subject to the customary exceptions; or 
 (2) such
transaction does not violate Section 4.10. 
 For purposes of this Section 5.1(b), the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor, which properties and assets, if held by such Subsidiary Guarantor instead of such
Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or
substantially all of the properties and assets of such Subsidiary Guarantor. 
 The Successor Subsidiary Guarantor will
succeed to, and be substituted for, and may exercise every right and power of, the Subsidiary Guarantor under this Indenture, but, in the case of a lease of all or substantially all its assets, the Subsidiary Guarantor will not be released from its
obligations under its Subsidiary Guarantee. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.1. Events of Default. Each of the following is an “Event of Default”: 

(1) failure to pay principal of (or premium, if any, on) any Note when due and payable, at maturity, upon redemption or
otherwise; 
 (2) failure to pay any interest on any Note when due and payable and such default continues for 30 days; 

(3) default in the payment of principal, premium and interest on Notes required to be purchased pursuant to an Offer to
Purchase as described under Section 4.10 and Section 4.13 when due and payable; 
 (4) failure to perform or comply
with the provisions described under Section 5.1; 

  
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 (5) failure to perform any other covenant or agreement of the Issuers under
this Indenture or the Notes and such default continues for 60 days (or 120 days with respect to Section 4.3) after written notice to the Issuers by the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Notes; 

(6) default under the terms of any instrument evidencing or securing any Debt of the Issuer or any Restricted Subsidiary having
an outstanding principal amount of $50.0 million, individually or in the aggregate, which default results in the acceleration of the payment of such Debt or constitutes the failure to pay the principal amount of such Debt when due (after giving
effect to any applicable grace period provided in such Debt) and which accelerated or principal amount, individually or in the aggregate, exceeds $50.0 million and if, within 20 business days of such payment default or acceleration, such Debt
has not been discharged or such payment default has not been cured or such acceleration has not been rescinded or annulled; provided that in connection with any series of convertible or exchangeable securities (a) any conversion or
exchange of such securities by a holder thereof into shares of Capital Stock, cash or a combination of cash and shares of Capital Stock, (b) the rights of holders of such securities to convert or exchange into shares of Capital Stock, cash or a
combination of cash and shares of Capital Stock and (c) the rights of holders of such securities to require any repurchase by the Issuers of such securities in cash shall not, in itself, constitute an Event of Default under this
clause (6); 
 (7) the rendering of one or more final judgments, orders or decrees (not subject to appeal) of any court
or regulatory or administrative agency against the Issuer or any Restricted Subsidiary or any of their respective properties in an amount in excess of $50.0 million, either individually or in the aggregate, (exclusive of any portion of any such
payment covered by insurance) which remains undischarged or unstayed for a period of 60 days after the date on which the right to appeal has expired or been extinguished; 

(8) the Issuers or any Significant Restricted Subsidiary or group of Restricted Subsidiaries that, taken together, would
constitute a Significant Restricted Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a
voluntary case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 

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

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

(E) admits in writing to the Trustee that it generally is not paying its debts as they become due; and 

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

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

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

(iii) orders the liquidation of the Issuers or any Significant Restricted Subsidiary or group of Restricted Subsidiaries that,
taken together, would constitute a Significant Restricted Subsidiary 
 and, in each case, the order or decree remains unstayed and in effect
for 60 consecutive days; and 
 (10) the Subsidiary Guarantee of any Subsidiary Guarantor is held by a final non-appealable order or judgment of a court of competent jurisdiction to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of this
Indenture) or any such Subsidiary Guarantor or any Person acting on behalf of any such Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee (other than by reason of a release of such
Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of this Indenture). 
 SECTION 6.2.
Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.1) shall occur and be continuing under this Indenture, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare (an “acceleration declaration”) the principal of, and accrued and unpaid interest, if any, on all outstanding amounts owing
under the Notes to be due and payable. Upon such acceleration declaration, the aggregate principal of and accrued and unpaid interest, if any, on the outstanding Notes shall become due and payable immediately. 

At any time after such acceleration pursuant to this Section 6.2, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may rescind and annul such acceleration if: 
 (1) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; 
 (2) all existing Events of Default have been cured or waived other than
nonpayment of accelerated principal and interest; 
 (3) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

  
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 (4) the Issuers have paid the Trustee its reasonable compensation and
reimbursed the Trustee for its reasonable expenses, disbursements and advances; and 
 (5) in the event of the cure or waiver
of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid
interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by
applicable law. 
 SECTION 6.3. Other Remedies. 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, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law. 
 SECTION 6.4. Waiver of Past Defaults. Subject to Section 9.2, the Holders of a majority in
aggregate principal amount of the Notes then outstanding by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under this Indenture except a continuing
Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes (other than any such payment that has become due because of an acceleration that has been rescinded). 

SECTION 6.5. Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it. However, (a) the Trustee may require indemnity and security satisfactory to it be
furnished prior to taking such actions, (b) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in
the giving of such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to the rights of such other Holders) or that would involve any personal
liability for the Trustee and (c) the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from the Holders. 

  
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 SECTION 6.6. Limitation on Suits. Subject to Section 6.7, no Holder of a
Note will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder unless (a) such Holder has previously given to the Trustee written notice
of a continuing Event of Default with respect to the Notes, (b) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request, and such Holder or Holders have offered to the Trustee indemnity and
security satisfactory to the Trustee to institute such proceeding as trustee, (c) the Trustee has failed to institute such proceeding, and (d) the Trustee has not received from the Holders of a majority in aggregate principal amount of the
outstanding Notes a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of a Note for the enforcement of payment of the principal of
or any premium or interest on such Note on or after the applicable due date specified in such Note. 
 A Holder may not use this Indenture
to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of
any other Holders or obtains priority or preference over such other Holders). 
 SECTION 6.7. Rights of Holders of Notes to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, shall not be modified or amended in a manner adverse to such Holder without the consent of the Holder. 

SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in clauses (1) or (2) of Section 6.1 occurs
and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
 SECTION 6.9. 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 Issuers (or any other obligor upon the Notes including the Subsidiary Guarantors), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money
or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to the Trustee under Section 7.6 and all amounts under the Indenture and the Notes. To the extent that the payment of any such compensation, expenses, disbursements and advances to the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.6 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 in this Section 6.9 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 6.10. Priorities. If the Trustee collects any money or property pursuant
to this Article VI, it shall pay out the money and property in the following order: 
 First: to the Trustee, its
agents and attorneys for amounts due to the Trustee under Section 7.6 and under the Indenture and the Notes, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by it and the costs and
expenses of collection; 
 Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; 

Third: without duplication, to the Holders for any other obligations owing to the Holders under this Indenture and the
Notes; and 
 Fourth: to the Issuers or to such party as a court of competent jurisdiction shall direct. 

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

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as the Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes. 

SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings,
the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been
instituted. 

  
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 SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.7 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 6.14. 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. 

ARTICLE VII 
 TRUSTEE 

SECTION 7.1. Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 

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

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith or willful
misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); however, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform to the
requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own grossly negligent action,
its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect
of paragraph (b) of this Section 7.1; 
 (2) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 

  
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 (3) 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 6.5; and 
 (4) no
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. 
 (d) The
Trustee shall not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way
relates to the Trustee is subject to this Section 7.1. 
 SECTION 7.2. Rights of Trustee. 

(a) In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, bond, debenture or other document (whether in original or facsimile form or PDF
transmission or in accordance with Section 11.10 hereof) 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 therein. 

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or
both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with
counsel of the Trustee’s own choosing, and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such
counsel. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or
negligence of any attorney or agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers or a
Subsidiary Guarantor shall be sufficient if signed by an Officer of the Issuers or such Subsidiary Guarantor. 
 (f) The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security and indemnity satisfactory
to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 

  
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 (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, 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 during normal business hours
the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

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

(i) The Trustee may request that the Issuers and each of the Subsidiary Guarantors shall deliver to the Trustee an
Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Issuers and each Subsidiary Guarantor, as applicable, authorized at such time to take specified actions pursuant to this Indenture of the Issuers, the
Notes and the Subsidiary Guarantees, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not
superseded. 
 (j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof with respect to Section 6.1(1), (2) or (3) or the Trustee shall have received from the Issuers or Subsidiary Guarantor or from any Holder written notice
thereof at its address set forth in Section 11.1 and such notice references the Notes and this Indenture. In the absence of such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. 

(k) 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. 

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 
 (m) 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 thereunder, or in the exercise of any of its rights or powers. 

SECTION 7.3. Individual Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.9. 

  
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 SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, the Offering Memorandum for the Notes or any Subsidiary Guarantee, it shall not be accountable for the use of the proceeds from the Notes or any
money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes, any Officer’s Certificate or Opinion of Counsel delivered to the Trustee hereunder, or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than the Trustee’s certificate of authentication hereunder. 
 SECTION 7.5. Notice of Defaults. If a
Default or Event of Default occurs and is continuing and the Trustee has notice or knowledge thereof as provided in Section 7.2(j), the Trustee shall deliver to Holders a notice of the Default or Event of Default within 90 days after it occurs.
Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. 

SECTION 7.6. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time compensation for its acceptance of
this Indenture and for all services rendered by it hereunder as agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee, as
applicable, promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel. 
 Each of the Issuers and the Subsidiary Guarantors, jointly and severally, shall indemnify, defend,
protect and hold the Trustee (which for purposes of this Section 7.6 shall include its officers, directors, employees and agents) harmless against any and all claims, damages, losses, liabilities, costs or expenses suffered or incurred by it
(including, without limitation, the fees and expenses of its agents and counsel) arising out of or in connection with the acceptance or administration of its duties under this Indenture, the performance of its obligations and/or exercise of its
rights hereunder, including the costs and expenses of enforcing this Indenture against the Issuers or any Subsidiary Guarantor (including this Section 7.6) and defending itself against any claim (whether asserted by the Issuers or any Holder or
any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, claim, damage, liability or expense shall have been found by a court of competent
jurisdiction in a non-appealable final decision to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Trustee may have one separate counsel, and the necessary local counsel, if applicable, and the Issuers shall pay the
reasonable fees and expenses of such counsel for the Trustee. The Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 

  
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 The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.6
shall survive the satisfaction and discharge of this Indenture, the payment of the Notes or the resignation or removal of the Trustee. 
 To
secure the Issuers’ payment obligations in this Section 7.6, 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 or interest, if any, on
particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture, the payment of the Notes and the resignation or removal of the Trustee and any termination of this Indenture, including a termination in connection with a
bankruptcy. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(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 7.7. 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 7.7. 
 The Trustee may resign
in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee upon thirty days’ written notice to the
Trustee and the Issuers. The Issuers may remove the Trustee if no Event of Default exists and: 
 (a) 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; 
 (b) a
custodian or public officer takes charge of the Trustee or its property; or 
 (c) 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 Issuers shall promptly
appoint a successor trustee. Within one year after the successor trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor trustee to replace the successor trustee appointed by the
Issuers. 
 If a successor trustee does not take office within 30 days after the retiring Trustee resigns or is removed, such retiring
Trustee (at the expense of the Issuers), the Issuers or the Holders of at least 10.0% 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 this Section 7.7,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. 

  
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 A successor trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor trustee shall have all the rights, powers and the duties of the Trustee under this Indenture. The successor trustee
shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been paid and
subject to the Lien provided for in Section 7.6. Notwithstanding replacement of the Trustee pursuant to this Section 7.7, the Issuers’ and the Subsidiary Guarantors’ obligations under Section 7.6 shall continue for the
benefit of the retiring Trustee. 
 SECTION 7.8. Successor Trustee by Merger, Etc. If the Trustee or any Agent consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) to, another corporation, the successor corporation without any further act shall be the successor Trustee or Agent, as
applicable. 
 SECTION 7.9. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities. Such
Trustee together with its affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its most recent annual report of condition. 

ARTICLE VIII 
 DEFEASANCE;
DISCHARGE OF THIS INDENTURE 
 SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, by
delivery of an Officer’s Certificate, at any time, elect to have either Section 8.2 or Section 8.3 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 

SECTION 8.2. Legal Defeasance. Upon the Issuers’ exercise under Section 8.1 of the option applicable to this
Section 8.2, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and
Subsidiary Guarantees and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be
deemed to have paid and discharged all of the obligations with respect to this Indenture, the Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of
this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall
execute instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and interest and premium on, such Notes when such payments are due from the trust funds referred to in Section 8.4(1); (b) the
Issuers’ obligations with respect to such Notes under Section 2.2, Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.10, and Section 4.2; (c) the rights, powers, trusts, duties and immunities of
the Trustee, including without limitation thereunder, under Section 7.6, Section 8.5 and Section 8.7 and the obligations of the Issuers and the Subsidiary Guarantors in connection therewith; and (d) the provisions of this Article
VIII. Subject to compliance with this Article VIII, the Issuers may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3. 

  
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 SECTION 8.3. Covenant Defeasance. Upon the Issuers’ exercise under
Section 8.1 above of the option applicable to this Section 8.3, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4 below, be released from their obligations under Sections 4.3, 4.5, 4.7 through
Section 4.16 and Section 5.1(a)(3) on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not outstanding for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed outstanding for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers or any of its Subsidiaries 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 6.1, and the Events of Default in clauses (3) through (7) or (8) (with respect to a Subsidiary) and (9) (with respect to
a Subsidiary) of Section 6.1 shall no longer apply but, except as specified above, the remainder of this Indenture and such Notes and any Subsidiary Guarantees shall be unaffected thereby. 

SECTION 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either
Section 8.2 or Section 8.3 to the outstanding Notes: 
 (1) the Issuers must irrevocably deposit with the Trustee,
as trust funds, in trust solely for the benefit of the Holders, U.S. dollars, non-callable U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient without consideration of
any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuers and delivered to the Trustee), to
pay the principal of, premium, if any, and interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and any other amounts owing under this Indenture (in the case of
an optional redemption date prior to electing to exercise either Legal Defeasance or Covenant Defeasance, the Issuers have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on such redemption date), 

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: 

  
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 (A) the Issuers have received from, or there has been published by, the
United States Internal Revenue Service a ruling, or 
 (B) 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 shall confirm that, subject to
customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred, 

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
the Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred, 

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such deposit and (and any similar concurrent deposit relating to other Debt) and the Incurrence of Liens associated with any such borrowings), 

(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any
material agreement or instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its
Restricted Subsidiaries is bound, 
 (6) the Issuers shall have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others,
and 
 (7) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which
opinion may be subject to customary assumptions and exclusions) each stating that the applicable conditions precedent provided for in clauses (1) through (6) of this Section 8.4 have been complied with. 

SECTION 8.5. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 8.6, all U.S. dollar and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Deposit Trustee”)
pursuant to Section 8.4 or Section 8.8 in respect of the outstanding Notes shall be held in trust, shall not be invested, and shall be applied by the Deposit Trustee in accordance with the provisions of such Notes and this Indenture to the
payment, either directly or through any Paying Agent (including the Issuers or any Subsidiary acting as Paying Agent) as the Deposit Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, and all other amounts due and owing under the Indenture and the Notes but such money need not be segregated from other funds except to the extent required by law. 

  
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 The Issuers shall pay and indemnify the Deposit Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.4 or Section 8.8 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. 
 Anything in this Article
VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Issuers from time to time upon the written request of the Issuers and be relieved of all liability with respect to any U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 8.4 or Section 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Deposit Trustee (which may be the opinion delivered under Section 8.4(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance or satisfaction and discharge, as the case may be. 
 SECTION 8.6. Repayment to Issuers. Subject to
applicable escheat laws, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall be paid to the Issuers on its written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuers for payment thereof; and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense and written request of the Issuers cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Issuers. 
 SECTION 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S.
dollars or U.S. Government Obligations in accordance with Section 8.2, Section 8.3 or Section 8.8, 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 obligations of the Issuers and the Subsidiary Guarantors under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2, Section 8.3 or
Section 8.8 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2, Section 8.3 or Section 8.8, as the case may be; provided, however, that, if the Issuers
make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent. 

  
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 SECTION 8.8. Discharge. This Indenture will be discharged and will cease to be
of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes have been canceled and the rights, protections and immunities of the Trustee, as expressly provided for in this
Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: 
 (1) all the Notes that have been
authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or
discharged from this trust), have been delivered to the Trustee for cancellation; or 
 (2) (a) all Notes not delivered to
the Trustee for cancellation otherwise (i) have become due and payable by reason of mailing of a notice of redemption, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for
redemption pursuant to Article III and, in any case, the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be
sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the
Issuers and delivered to the Trustee) to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation; 

(b) the Issuers have paid or caused to be paid all other sums payable by it under this Indenture; and 

(c) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity or on the date of redemption, as the case may be. 
 In addition, the Issuers must deliver an
Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. 

After the Notes are no longer outstanding, the Issuers’ and the Subsidiary Guarantors’ obligations in Section 7.6,
Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. 
 After such delivery or irrevocable
deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those
surviving obligations specified above. 

  
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 ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 

SECTION 9.1. Without Consent of Holders of the Notes. Notwithstanding Section 9.2, without the consent of any Holders, the
Issuer, the Co-Issuer, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes issued hereunder for any of
the following purposes: 
 (1) to evidence the succession of another Person to the Issuer, the
Co-Issuer or a Subsidiary Guarantor under this Indenture, Notes or the applicable Subsidiary Guarantee, and the assumption by any such successor of the covenants of the Issuer, the Co-Issuer or such Subsidiary Guarantor under this Indenture, Notes and in such Subsidiary Guarantee in accordance with Section 5.1; 

(2) to add to the covenants of the Issuers or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; 

(3) to cure any ambiguity, or to correct or supplement any provision in this Indenture or in any supplemental indenture, the
Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Subsidiary Guarantee; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes; 

(5) to make any other provisions with respect to matters or questions arising under this Indenture, the Notes or any Subsidiary
Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; 

(6) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the
Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; 
 (7) to add a Subsidiary Guarantor under
this Indenture or otherwise provide a Guarantee of the Notes; 
 (8) to evidence and provide the acceptance of the
appointment of a successor Trustee under this Indenture; 
 (9) to mortgage, pledge, hypothecate or grant a security interest
in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets,
including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise; 

  
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 (10) to provide for the issuance of Additional Notes under this Indenture in
accordance with the terms and subject to the limitations set forth in this Indenture; 
 (11) to comply with the rules of any
applicable Depositary; or 
 (12) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any
provision of the “Description of notes” section of the Offering Memorandum to the extent such provision was intended to be a recitation of a provision of this Indenture, as certified in an Officer’s Certificate delivered to the
Trustee. 
 After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly
describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. 

SECTION 9.2. With Consent of Holders of Notes. With the consent of the Holders of not less than a majority in aggregate principal
amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, the Co-Issuer, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Subsidiary Guarantees or waive any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes; provided,
however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each outstanding Note affected thereby (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, the Notes): 
 (1) change the Stated Maturity of the principal of, or any installment of interest on, any
Note; 
 (2) reduce the principal amount of, (or the premium) or interest on, any Note; 

(3) change the place or currency of payment of principal of (or premium), or interest on, any Note; 

(4) (i) modify, in any manner adverse to the Holders of the Notes, the right to institute suit for the enforcement of any
payment of principal of (or, premium) or interest on or with respect to any Note when due, or (ii) waive any payment in respect thereof except a default in payment arising solely from an acceleration of the Notes that has been rescinded; 

(5) modify any provisions of this Indenture relating to the modification and amendment of this Indenture or the waiver of past
defaults or covenants which require each Holder’s consent; 
 (6) amend any provisions relating to the redemption of the
Notes (other than notice provisions) to reduce the premium payable or change the dates on which the Notes may be redeemed, it being understood that for the avoidance of doubt, the provisions described under Section 4.10 and Section 4.13
shall not be covered by this clause (6); 

  
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 (7) modify the Subsidiary Guarantees in any manner adverse to the Holders,
except in accordance with this Indenture; or 
 (8) modify any of the provisions of this Indenture adversely affecting the
ranking of the Notes. 
 It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form
of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 SECTION 9.3.
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 and every subsequent Holder of that Note or portion of the Note that
evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder. 

The Issuers may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or
waiver. 
 SECTION 9.4. Notation on or Exchange of Notes. The Trustee may place an appropriate notation, provided by the Issuer
in writing, about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall 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 9.5. Trustee to Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In signing or refusing to sign any amendment or supplemental indenture, the Trustee shall be provided
with and (subject to Section 7.1) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent thereto have been met or waived and that such supplemental indenture constitutes the legal, valid and binding obligation of the Issuers, subject to the customary exceptions. 

ARTICLE X 
 SUBSIDIARY GUARANTEES

 SECTION 10.1. Subsidiary Guarantees. 

(a) Each Subsidiary Guarantor hereby jointly and severally, fully and unconditionally guarantees the Notes and obligations of
the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, that: (i) the principal of and premium, if any, and interest on the Notes shall be paid in full when
due, whether at Stated Maturity, by acceleration, call for redemption or otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the
Holders or the Trustee under this Indenture or the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other
obligations, the same shall be 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. Each of the Subsidiary Guarantees shall be a guarantee of payment
and not of collection. 

  
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 (b) Each Subsidiary Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof,
the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 

(c) Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Subsidiary Guarantee of such Subsidiary
Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in such Note and this Indenture and such Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in
the event of a Default in payment of principal or premium, if any, or interest on any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce each such Subsidiary Guarantor’s Subsidiary Guarantee without first proceeding
against the Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from
exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the
account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders and any other amounts due and owing to the
Trustee under this Indenture. 
 (d) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary
Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee
or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. 

  
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 (e) Each Subsidiary Guarantor further agrees that, as between each
Subsidiary Guarantor, 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 the Subsidiary Guarantee of such
Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article
VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee of such Subsidiary Guarantor. 

(f) Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled upon payment in
full of all guaranteed obligations under this Indenture to seek contribution from each other Subsidiary Guarantor in a pro rata amount of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such
payment in accordance with GAAP. 
 SECTION 10.2. Execution and Delivery of Guarantee. To evidence its Subsidiary Guarantee set
forth in Section 10.1, each Subsidiary Guarantor agrees that this Indenture or a supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed on behalf of such Subsidiary Guarantor by an Officer of such
Subsidiary Guarantor (or, if an officer is not available, by a board member or director or other duly authorized signatory) on behalf of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes. In case the Officer, board member or director of such Subsidiary Guarantor whose
signature is on this Indenture or supplemental indenture, as applicable, no longer holds office at the time the Trustee authenticates any Note, the Subsidiary Guarantee shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors. 
 SECTION 10.3. Severability. In case any provision of any
Subsidiary 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. 

SECTION 10.4. Limitation of Subsidiary Guarantors’ Liability. Each Subsidiary Guarantor and by its acceptance
hereof each Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Subsidiary
Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Facilities) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee constituting a fraudulent conveyance,
fraudulent preference or fraudulent transfer or otherwise reviewable under applicable law. 

  
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 SECTION 10.5. Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall
be automatically and unconditionally released and discharged upon: 
 (a) any sale, transfer or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuers or a Restricted Subsidiary of the Issuers, if
the sale or other disposition does not violate Section 4.10 of this Indenture; 
 (b) any sale, transfer or other
disposition of Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuers or a Restricted Subsidiary of the Issuers, if
after such sale, transfer or disposition, the Subsidiary Guarantor would cease to be a Restricted Subsidiary and the sale or other disposition does not violate Section 4.10 of this Indenture; 

(c) the exercise by the Issuers of their Legal Defeasance option or its Covenant Defeasance option or the satisfaction and
discharge of this Indenture, in each case as provided under Article VIII; 
 (d) the proper designation of such Subsidiary
Guarantor by the Issuers as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or 
 (e) the
Subsidiary Guarantor ceasing to guarantee any Debt of the Issuers or a Subsidiary Guarantor under, or be a borrower under, the Senior Secured Credit Facility and no Event of Default has occurred and is continuing. 

Upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent to the
release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Indenture have been satisfied, the Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged. The Trustee shall execute any
documents reasonably requested by the Issuers in writing in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee at the Issuer’s direction and expense. With their acquisition of the
Notes, the Holders of the Notes have acknowledged that any release of a Subsidiary Guarantor in accordance with this Section 10.5 shall be deemed not to impair the Holder’s repayment rights with respect to the Notes. 

Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal
of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X. 

  
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 SECTION 10.6. Benefits Acknowledged. Each Subsidiary Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Subsidiary Guarantee are knowingly made in contemplation of such benefits. 

ARTICLE XI 
 MISCELLANEOUS 

SECTION 11.1. Notices. Any notice, request, direction, instruction or communication by the Issuers, any Subsidiary Guarantor or
the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the addresses set
forth below: 
 If to the Issuers or any Subsidiary Guarantor: 

Bloomin’ Brands, Inc. 

2202 North West Shore Boulevard, Suite 500 

Tampa, FL 33607 

Attention: Chief Legal Officer 

Email: kellylefferts@bloominbrands.com 

With a copy (which shall not constitute notice) to: 

Baker & Hostetler LLP 

127 Public Square, Suite 2000 

Cleveland, OH 44114-1214 

Attention: Janet Spreen and John Harrington 

Email: jspreen@bakerlaw.com; jharrington@bakerlaw.com 

If to the Trustee: 

Wells Fargo Bank, National Association 

Attention: DAPS – Reorg 

MAC: N9300-070 

600 South 4th Street, 7th Floor 

Minneapolis, MN 55415 

Facsimile: (866) 969-1290 

Phone: (800) 344-5128 

Email: DAPSReorg@wellsfargo.com 

The parties hereto, by written notice to the others, may designate additional or different addresses for subsequent notices or communications.

 Any notice or communication to a Holder and the Trustee shall be mailed by first class mail or by overnight air courier promising next
Business Day delivery to its address shown on the register kept by the Registrar. Notwithstanding the foregoing, as long as the Notes are Global Notes, notices to be given to the Holders shall be given to the Depositary in accordance with its
applicable policies as in effect from time to time. 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. 

  
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 In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or
confirm that the Person sending instructions, directors, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directors, reports notices or other
communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liability, costs or expenses incurred or sustained by any party as a result of such
reliance upon or compliance with such instructions directors, reports, notices or other communications or information. Each other party, agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions,
reports, notices or other communications or indemnifications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risks of
interception and misuse by third parties. 
 If a notice or communication is delivered in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt. 

If the Issuers deliver a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time. 

SECTION 11.2. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to
take any action under this Indenture, the Issuers shall furnish to the Trustee upon request: 
 (a) an Officer’s
Certificate (which shall include the statements set forth in Section 11.3) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been
satisfied; and 
 (b) an Opinion of Counsel (which shall include the statements set forth in Section 11.3) stating that,
in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 SECTION 11.3. 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 4.4) shall include substantially:

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

 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 

  
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 (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

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

SECTION 11.4. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. Each of
the Agents may make reasonable rules and set reasonable requirements for its functions. 
 SECTION 11.5. No Personal Liability of
Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuers or any Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Issuers or any Subsidiary Guarantor (other than the Issuers in respect of the Notes and each Subsidiary Guarantor in respect of its Subsidiary Guarantee) under the Notes, the Subsidiary 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. The waiver
may not be effective to waive liabilities under the federal securities law. 
 SECTION 11.6. Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES. Each of the parties to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Subsidiary
Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest
extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

SECTION 11.7. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuers or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

SECTION 11.8. Successors. All agreements of the Issuers and the Subsidiary Guarantors in this Indenture and the Notes and the
Subsidiary Guarantees, as applicable, shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its respective successors and assigns. 

  
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 SECTION 11.9. 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 11.10. Execution in Counterparts. This Indenture may be executed in two or more counterparts, which when so executed shall
constitute one and 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 for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties
hereto consent to conduct the transactions contemplated hereunder by electronic means. This Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by
means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the Uniform Commercial Code/UCC (collectively “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed,
scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no
liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may
be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution
or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. 

SECTION 11.11. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

SECTION 11.12. 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 agent duly appointed in writing (or, with respect to Global Notes, otherwise in accordance
with the rules and procedures of the Depositary); and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to
the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 11.12. 

  
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 (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved (1) by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to such officer the execution thereof or (2) in any other manner reasonably deemed sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s authority. 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 which the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the register maintained by the
Registrar hereunder. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of 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 anything done, omitted or suffered to be done by the
Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) If the
Issuers shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, by or pursuant to an Officer’s Certificate, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such
record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after
the record date. 

  
 99 












 (f) The Trustee may, but shall not be obligated to, set any day as a record
date for the purpose of determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 6.1, (2) any declaration of acceleration referred to in Section 6.2, (3) any direction referred to in
Section 6.5 or (4) any request to pursue a remedy as permitted in Section 6.6. If any record date is set pursuant to this paragraph, the Holders on such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuers’ expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuers and to each Holder in the manner set forth in Section 11.1. 

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

(h) Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note, 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 a Depositary that is
the Holder of a Global Note 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. 

(i) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any
Global Note held by a Depositary entitled under the procedures of such Depositary, if any, 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; provided that if such a record date is fixed, only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be
entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date. 

(j) With respect to any record date set pursuant to this Section 11.12, the party hereto that sets such record date may
designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 11.1, on or prior to both the existing and the new Expiration Date. If an Expiration Date is not designated with respect to any record
date set pursuant to this Section 11.12, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change
the Expiration Date as provided in this clause (j). 

  
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 SECTION 11.13. Force Majeure. In no event shall the Trustee or any Agent be
responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision of any
present or future law or regulation or governmental authority, (ii) any act of God, (iii) natural disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) national emergency, (viii) malware or ransomware or
(ix) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (x) unavailability of any securities clearing system, it being understood that the Trustee and each Agent shall use
reasonable efforts which are consistent with accepted practices in the U.S. banking industry to resume performance as soon as practicable under the circumstances. 

SECTION 11.14. Legal Holidays. If any payment date with respect to the Notes falls on a day that is not a Business Day, the
payment to be made on such payment date will be made on the next succeeding Business Day with the same force and effect as if made on such payment date, and no additional interest will accrue solely as a result of such delayed payment. 

SECTION 11.15. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship
or opens an account. The Issuers agree that they will provide the Trustee with information about the Issuers as the Trustee may reasonably request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. 

[Signature pages follow] 

  
 101 












 Dated as of April 16, 2021 

 

			
	 BLOOMIN’ BRANDS, INC., AS
ISSUER

		
	By:	 	/s/ Kelly Lefferts
	 Name:
	 	 Kelly Lefferts

	Title: Executive Vice President & Chief Legal Officer & Secretary
	
	 OSI RESTAURANT PARTNERS, LLC, AS 

	
CO-ISSUER

		
	By:	 	/s/ Kelly Lefferts
	 Name:
	 	 Kelly Lefferts

	Title: Executive Vice President & Chief Legal Officer & Secretary



  
 [Signature Page to
Indenture] 












 
					
	 OSI HOLDCO, INC.
 OSI HOLDCO I,
INC.
 OSI HOLDCO II, INC.
 BONEFISH GRILL, LLC

CARRABBA’S ITALIAN GRILL, LLC
 OUTBACK STEAKHOUSE OF FLORIDA,
LLC
 OS MANAGEMENT, INC.

		
	By:	 	/s/ Kelly Lefferts
		 	 Title:
	 	Executive Vice President & Chief Legal Officer & Secretary


  

					
	 NEW PRIVATE RESTAURANT PROPERTIES, LLC

BONEFISH DESIGNATED PARTNER, LLC
 CARRABBA’S DESIGNATED
PARTNER, LLC
 OUTBACK DESIGNATED PARTNER, LLC
 PRIVATE
RESTAURANT MASTER LESSEE, LLC
 BLOOMIN’ BRANDS GIFT CARD SERVICES, LLC

OS REALTY, LLC
 BONEFISH KANSAS, LLC

CARRABBA’S KANSAS, LLC
 OUTBACK KANSAS, LLC

BONEFISH BEVERAGES, LLC
 BONEFISH HOLDINGS, LLC

CIGI BEVERAGES OF TEXAS, LLC
 CIGI HOLDINGS, LLC

OBTEX HOLDINGS, LLC
 OUTBACK BEVERAGES OF TEXAS, LLC

		
	By:	 	/s/ Kelly Lefferts
		 	 Title:
	 	 Secretary




  
 [Signature Page to
Indenture] 












 
					
	 OUTBACK ALABAMA, INC.

		
	By:	 	/s/ Kelly Lefferts
		 	 Title:
	 	 Vice President & Secretary

	
	 DOORSIDE, LLC

	
	 By: OSI Restaurant Partners, LLC

	 Its: Managing Member

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary


  

					
	 BFG NEBRASKA, INC.
 BFG OKLAHOMA,
INC.
 CIGI NEBRASKA, INC.
 CIGI OKLAHOMA, INC.

OSF NEBRASKA, INC.
 OSF OKLAHOMA, INC.

		
	By:	 	/s/ Kelly Lefferts
		 	 Title:
	 	 President & Secretary




  
 [Signature Page to
Indenture] 












 
					
	 BONEFISH BRANDYWINE, LLC

BONEFISH OF BEL AIR, LLC

	
	 By: Bonefish Grill, LLC

	 Its: Managing Member

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary
	
	 CARRABBA’S ITALIAN GRILL OF HOWARD COUNTY, INC.

FREDERICK OUTBACK, INC.

		
	By:	 	/s/ Nicole Novella
		 	Title:	 	President & Treasurer & Secretary
	
	 CARRABBA’S OF BOWIE, LLC

	
	 By: Carrabba’s Italian Grill, LLC

	 Its: Managing Member

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary



  
 [Signature Page to
Indenture] 












 
					
	 CARRABBAS OF GERMANTOWN, INC.

CARRABBA’S OF WALDORF, INC.

	
	 By: Carrabba’s Italian Grill, LLC

	 Its: Sole Stockholder

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief
		 		 	 Legal Officer & Secretary

	
	 OS RESTAURANT SERVICES, LLC

OUTBACK OF LAUREL, LLC

	
	 By: Outback Steakhouse of Florida, LLC

	 Its: Managing Member

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary
	
	OUTBACK STEAKHOUSE OF WEST VIRGINIA, INC.
		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Vice President & Treasurer & Secretary
	
	 OUTBACK OF ASPEN HILL, INC.

OUTBACK OF GERMANTOWN, INC.

		
	By:	 	/s/ Jamie Marshall
		 	 Title:
	 	 President & Treasurer & Secretary




  
 [Signature Page to
Indenture] 












 
					
	 BONEFISH/ASHEVILLE, LIMITED PARTNERSHIP

BONEFISH/CAROLINAS, LIMITED PARTNERSHIP
 BONEFISH/COLUMBUS-I, LIMITED PARTNERSHIP
 BONEFISH/CRESCENT SPRINGS, LIMITED PARTNERSHIP

BONEFISH/GREENSBORO, LIMITED PARTNERSHIP
 BONEFISH/HYDE PARK,
LIMITED PARTNERSHIP

	
	 By: Bonefish Grill, LLC

	 Its: General Partner

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary
	
	 CARRABBA’S/BIRMINGHAM 280, LIMITED

PARTNERSHIP:

		
	 By:
	 	 Carrabba’s Italian Grill, LLC and

		 	 Carrabba’s Designated Partner, LLC

	 Its:
	 	 General Partners

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary of Carrabba’s Italian Grill, LLC and Secretary of Carrabba’s Designated Partner,
LLC



  
 [Signature Page to
Indenture] 












 
					
	 CARRABBA’S/DC-I, LIMITED PARTNERSHIP

		
	 By:
	 	 Carrabba’s Italian Grill, LLC

	 Its:
	 	 General Partner

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary


  

					
	OUTBACK/STONE-II, LIMITED PARTNERSHIP
		
	 By:
	 	 Outback Steakhouse of Florida, LLC

	 Its:
	 	 General Partner

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary
	
	 OSF/BFG OF DEPTFORD PARTNERSHIP

	 OSF/BFG OF LAWRENCEVILLE PARTNERSHIP

		
	 By:
	 	Outback Steakhouse of Florida, LLC and Bonefish Grill, LLC
	 Its:
	 	 General Partners

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary



  
 [Signature Page to
Indenture] 












 
					
	 OSF/CIGI OF EVESHAM PARTNERSHIP

OUTBACK/CARRABBA’S PARTNERSHIP

		
	 By:
	 	Outback Steakhouse of Florida, LLC and Carrabba’s Italian Grill, LLC
	 Its:
	 	 Partners

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary


  

					
	CIGI/BFG OF EAST BRUNSWICK PARTNERSHIP
		
	 By:
	 	 Carrabba’s Italian Grill, LLC and

		 	 Bonefish Grill, LLC

	 Its:
	 	 Partners

		
	By:	 	/s/ Kelly Lefferts
		 	Title:	 	Executive Vice President & Chief Legal Officer & Secretary



  
 [Signature Page to
Indenture] 













									
	 Dated as of April 16, 2021
	  		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 	
		  		 	 as Trustee
	 	
					
		  		 	 By:
	 	 /s/ Nancy Chouanard
	 	 
		  		 		 	 Title: Vice President
	 	


  
 [Signature Page to
Indenture] 












 EXHIBIT A 

FORM OF NOTE 
 (Face of 5.125%
Senior Note) 
 5.125% Senior Notes due 2029 

[Global Note Legend] 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF. 
 [Restricted Notes Legend] 

  
 A-1 












 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: AT LEAST SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES:
40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
(AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

 BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS
USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR SIMILAR PROVISIONS UNDER ANY OTHER U.S. OR
NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN,
ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 

  
 A-2 












 No. 

CUSIP NO.1 

ISIN 
 Bloomin’ Brands, Inc.,
a Delaware corporation, and any successor and assign thereto, and OSI Restaurant Partners, LLC, a Delaware limited liability company, and any successor and assign thereto, promise to pay to Cede & Co. or registered assigns, the principal
sum of                  [(as may be increased or decreased as set forth on the Schedule of Increases and Decreases attached hereto)]2 on April 15, 2029. 
 Interest Payment Dates: April 15 and October 15,
beginning October 15, 2021 
 Record Dates: April 1 and October 1 (whether or not a Business Day) 

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on
the reverse hereof by manual or electronic signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

	1 	 Rule 144A Note CUSIP: 094234AA9 



Rule 144A Note ISIN: US094234AA90 

Regulation S Note CUSIP: U0926WAA5 

Regulation S Note ISIN: USU0926WAA54 

	2 	 For Global Notes only. 



  
 A-3 












 
			
	BLOOMIN’ BRANDS, INC., as Issuer
		
	By:	 	 
		 	 Name:
 Title:

	
	OSI RESTAURANT PARTNERS, LLC, as Co-Issuer
		
	By:	 	 
		 	 Name:
 Title:



  

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

 
 Dated:
  

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By: 	 	 
		 	Authorized Signatory


  
 A-4 












 (Back of 5.125% Senior Note) 

5.125% Senior Notes due 2029 

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

(1) Interest. Bloomin’ Brands, Inc., a Delaware corporation (collectively with successors and assigns, the
“Issuer”), and OSI Restaurant Partners, LLC, a Delaware limited liability company (collectively with successors and assigns, the “Co-Issuer” and, together with the Issuer, the
“Issuers”) promise to pay interest on the unpaid principal amount of this 5.125% Senior Note due 2029 (a “Note”) at a fixed rate of 5.125% per annum. The Issuers will pay interest in U.S. dollars semiannually in
arrears on April 15 and October 15, commencing on October 15, 2021 (each an “Interest Payment Date”) or if any such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date, and no additional interest shall accrue solely as a result of such delayed payment. Interest on the Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid,
from and including the date of issuance. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the
extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date
to the Persons who are registered Holders at the close of business on the April 1 and October 1 preceding the Interest Payment Date (whether or not a Business Day), even if such Notes are cancelled 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. If a Holder having an aggregate principal amount of Notes of more than $5,000,000 has given written wire transfer instructions
to that holder’s U.S. dollar account within the United States to the Trustee at least 10 Business Days prior to the applicable Interest Payment Date, the Issuers will make all payments of principal, premium and interest, on such Holder’s
Notes by wire transfer of immediately available funds to the account specified in those instructions. Otherwise, payments on the Notes will be made at the office or agency of the Trustee or Paying Agent unless the Issuers elect to make interest
payments by check mailed to the Holders at their addresses set forth in the register of Holders. 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. 
 Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The final principal amount due and payable at the maturity of this Note shall be payable only upon presentation and
surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes. Payments in respect of Global Notes will be made by wire transfer of immediately available funds to the Depositary. 

  
 A-5 












 (3) Paying Agent and Registrar. Initially, the Trustee shall act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder, and the Issuers and/or any Restricted Subsidiaries may act as Paying Agent or Registrar. 

(4) Indenture. The Issuers issued the Notes under an Indenture, dated as of April 16, 2021 (the “Indenture”),
among the Issuers, the Subsidiary Guarantors thereto and the Trustee. The terms of the Notes include those stated in the Indenture. To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall
govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. The Initial Notes issued on the Issue Date were initially issued in an aggregate principal amount of $300,000,000. The
Indenture permits the issuance of Additional Notes subject to compliance with certain conditions. 
 The payment of principal, interest on
the Notes and all other amounts under the Indenture is unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Subsidiary Guarantors. 

(5) Optional Redemption. 

(a) The Notes may be redeemed, in whole or in part, at any time or from time to time prior to April 15, 2024 at the option
of the Issuers, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any to, but excluding, the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). 
 (b) At any
time or from time to time on or after April 15, 2024, the Issuers, at their option, may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below,
together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period beginning April 15 of the years indicated below: 
  

					
	 Year
	  	Redemption Price	 
	 2024
	  	 	102.563	% 
	 2025
	  	 	101.282	% 
	 2026 and thereafter
	  	 	100.000	% 


  
 A-6 












 (c) In the event that on or before April 15, 2024, the Issuers receive
net cash proceeds in one or more Equity Offerings, the Issuers may use an amount not greater than the amount of such net cash proceeds to redeem up to 40% of the original aggregate principal amount of all Notes issued (calculated after giving effect
to any issuance of Additional Notes) at a redemption price of 105.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the
relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date); provided that: 

(1) at least 60.0% of the aggregate principal amount of Notes issued (calculated after giving effect to any issuance of
Additional Notes) remains outstanding immediately after giving effect to each such redemption; and 
 (2) the redemption
occurs not more than 120 days after the date of the closing of any such Equity Offering. 
 (d) The Notes may also be
redeemed in certain circumstances set forth in Section 3.7 of the Indenture. 
 (e) If Holders of not less than 90% in
aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or an offer
to purchase with the proceeds from any Asset Disposition) and the Issuers, or any other Person making such offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers will have the
right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to Holders in such purchase, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of redemption). 

(6) Offer to Purchase upon Change of Control or Asset Disposition. 

(a) Upon the occurrence of a Change of Control, the Issuers may be required to offer to repurchase all or any part of each
Holder’s Notes pursuant to a Change of Control Offer on terms set forth in the Indenture. 
 (b) Upon the occurrence of
certain Asset Dispositions, the Issuers may be required to offer to purchase Notes as provided in the Indenture. 
 (c)
Holders of the Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to Section 4.10 or the Change of Control Offer, as applicable, from the Issuers prior to any related purchase date and may
elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” attached hereto. 
 (7)
Notice of Redemption. Notice of redemption shall be delivered at least 10 days but not more than 60 days before the redemption date (except that notices may be delivered more than 60 days before an expected redemption date if the notice is
issued in accordance with Article VIII of the Indenture) to each Holder whose Notes are to be redeemed in accordance with Section 11.1 of the Indenture. Notices of redemption may be subject to conditions precedent as set forth in the
Indenture. Notes in denominations larger than $2,000 may be redeemed in part so long as no partial redemption results in a Note having a principal amount that is not a multiple of $1,000. 

  
 A-7 












 (8) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture. The Registrar, the Trustee and the Issuers may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuers may require a Holder to pay any stamp or transfer tax or similar government charge required by law or permitted by the Indenture in
accordance with Section 2.6(g)(2) of the Indenture. The Registrar is not required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of 15 days before the day of any selection of Notes
for redemption and ending at the close of business on the day of such selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in
part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. 

(9) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

(10) Amendment, Supplement and Waiver. The Indenture, the Notes and the Subsidiary Guarantees may be amended or supplemented as
provided in the Indenture. 
 (11) Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain
bankruptcy events) shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Issuers, or the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding by written notice to the
Issuers and the Trustee, may declare all amounts owing under the Notes to be due and payable. Upon such acceleration declaration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable
immediately. If an Event of Default relating to specified bankruptcy events occurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be
immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes. Accelerations may be rescinded, and Events of Default may be waived as provided in the Indenture. 

(12) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder
of the Issuers or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Issuers or any Subsidiary Guarantor (other than the Issuers in respect of the Notes and each Subsidiary Guarantor in respect of its Subsidiary
Guarantee) under the Notes, the Subsidiary 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. The waiver may not be effective to waive liabilities under the federal securities law. 

(13) Authentication. This Note shall not be valid until authenticated by the manual or electronic signature of the Trustee or an
authenticating agent. 

  
 A-8 












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

(15) CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

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

Bloomin’ Brands, Inc. 

2202 North West Shore Boulevard, Suite 500 

Tampa, FL 33607 

Email: kellylefferts@bloominbrands.com 

Attention: Chief Legal Officer 

  
 A-9 












 ASSIGNMENT FORM 

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

 
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

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

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

Date:                        
  
  

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


 Signature guarantee: 

  
 A-10 












 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.13 of the Indenture, check the
box below: 

☐  Section 4.10            ☐  Section 
4.13 
 If you want to elect to have only part of the Note purchased by the Issuers 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: 

  
 A-11 












 [INCLUDE IN TRANSFER RESTRICTED NOTES] 

CERTIFICATE TO BE DELIVERED UPON 

EXCHANGE OF TRANSFER RESTRICTED NOTES 

Bloomin’ Brands, Inc. 
 2202 North West Shore Boulevard,
Suite 500 
 Tampa, FL 33607 
 Attention: Chief Legal Officer

 Email: kellylefferts@bloominbrands.com 
 Wells Fargo
Bank, National Association 
 Attention: DAPS – Reorg 

MAC: N9300-070 
 600 South
4th Street, 7th Floor 
 Minneapolis, MN 55415 
 Facsimile:
(866) 969-1290 
 Phone: (800) 344-5128 

Email: DAPSReorg@wellsfargo.com 
 Re:
5.125% Senior Notes due 2029 CUSIP NO.                  

Reference is hereby made to that certain Indenture dated April 16, 2021 (the “Indenture”) among Bloomin’ Brands,
Inc., a Delaware corporation (collectively with successors and assigns, the “Issuer”), and OSI Restaurant Partners, LLC, a Delaware limited liability company (collectively with successors and assigns, the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors named therein, and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Indenture. 
 This certificate relates to
$                 principal amount of Notes held in (check applicable space)
                     book-entry or
                     definitive form by the undersigned. 

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the Resale Restriction
Termination Date, the undersigned confirms that such Notes are being transferred as follows: 
 CHECK ONE BOX BELOW: 

 

	(1) ☐	 to the Issuers or any of their subsidiaries; or 



 

	(2) ☐	 inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the
Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as
amended, in each case pursuant to and in compliance with Rule 144A thereunder; or 



  
 A-12 













	(3) ☐	 transferred pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”); or 


  

	(4) ☐	 outside the United States in an offshore transaction within the meaning of Regulation S under the Securities
Act, in compliance with Rule 904 thereunder; or 


  

	(5) ☐	 transferred to an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Exhibit D of the Indenture); or 



 

	(6) ☐	 transferred pursuant to another available exemption from the registration requirements under the Securities
Act. 


 Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee or the Issuers may require, prior to registering any such transfer of the
Notes, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act. 
  

	
	   

	 Signature



  

			
	Signature Guarantee:	  	  

		  	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that each of it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 

 

	
	[Name of Transferee]
	   

	 NOTICE: To be executed by an executive officer, if an entity 




Dated:                     

  
 A-13 












 SCHEDULE OF INCREASES AND DECREASES OF 5.125% SENIOR NOTES DUE 20293 
 The following transfers, exchanges and redemption of this Global Note have been
made: 
  

									
	Date of Transfer, Exchange or Redemption	  	Amount of Decrease in Principal Amount of this Global Note	  	Amount of Increase in Principal Amount of this Global Note	  	
Principal Amount of this Global Note Following Such Decrease

(or Increase)
	  	Signature of Trustee or Note Custodian
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 

  

	3 	 For Global Notes only. 



  
 A-14 












 EXHIBIT B 

[FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED 

BY SUBSEQUENT SUBSIDIARY GUARANTORS] 

This Supplemental Indenture and Subsidiary Guarantee, dated as of _____________, 21 (this “Supplemental Indenture” or
“Subsidiary Guarantee”), among ____________ (the “New Guarantor”), Bloomin’ Brands, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), and OSI
Restaurant Partners LLC, a Delaware limited liability company (collectively with successors and assigns, the “Co-Issuer” and, together with the Issuer, the “Issuers”), each
other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”), and Wells Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture. 

W I T N E S S E T H: 
 WHEREAS,
the Issuers, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 16, 2021 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the
issuance of an unlimited aggregate principal amount of 5.125% Senior Notes due 2029 of the Issuers (the “Notes”); 

WHEREAS, Section 4.15 of the Indenture provides that in certain circumstances the Issuer may be required to cause certain Restricted
Subsidiaries of the Issuer to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture. 

WHEREAS, pursuant to Section 9.1(7) of the Indenture, the Trustee, the Issuer and the Subsidiary Guarantors are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add an additional Subsidiary Guarantor. 

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

ARTICLE I 
 Definitions 

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or
recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular section hereof. 

  
 B-1 












 ARTICLE II 

Agreement to be Bound; Guarantee 

SECTION 2.1 Agreement to be Bound. The New Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such
shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor
and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, subject to the release provisions and other limitations set forth in the Indenture. 

ARTICLE III 
 Miscellaneous

 SECTION 3.1 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability. 
 SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee.
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, including, without limitation, Section 7.6 thereof. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or
sufficiency of this Supplemental Indenture or the New Guarantor’s Subsidiary Guarantee. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all
of which recitals or statements are made solely by the Issuers, the New Guarantor and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters. 

SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall
constitute one and 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 Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with the Indenture shall be deemed to include electronic signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed
to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a
paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. This Supplemental Indenture shall be valid, binding, and enforceable against a party only
when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a
faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.
Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and
the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings. 

  
 B-2 












 SECTION 3.5 Headings. The headings of the Articles and the sections in this
Subsidiary Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

SECTION 3.6 Trustee Disclaimer. The Trustee shall not be responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, the Co-Issuer, and the Subsidiary Guarantor, as applicable, and the Trustee makes no representation
with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 

SECTION 3.7 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties to this Supplemental Indenture each hereby irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes,
the Subsidiary Guarantees or this Supplemental Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby
irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTOR 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 SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

[Signatures on following page] 

  
 B-3 












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

			
	BLOOMIN’ BRANDS, INC., as Issuer
		
	By:	 	 
	 	 	Name:
	 	 	Title:
	
	OSI RESTAURANT PARTNERS, LLC, as Co-Issuer
		
	By:	 	 
	 	 	Name:
	 	 	Title:
	
	[EXISTING GUARANTORS]
		
	By:	 	 
	 	 	Name:
	 	 	Title:
	
	 [NEW GUARANTOR],
 as a
Guarantor

		
	By:	 	 
	 	 	Name:
	 	 	Title:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
	 	 	Name:
	 	 	Title:



  
 B-4 












 EXHIBIT C 

[FORM OF CERTIFICATE TO BE DELIVERED 

IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] 

Bloomin’ Brands, Inc. 
 2202 North West Shore Boulevard,
Suite 500 
 Tampa, FL 33607 
 Attention: Chief Legal Officer

 Email: kellylefferts@bloominbrands.com 
 Wells Fargo
Bank, National Association 
 CTSO Mail Operations 
 Attn: DAPS
– Reorg 
 MAC: N9300-070 

600 South 4th Street, 7th Floor 
 Minneapolis, MN 55415 

Facsimile: (866) 969-1290 

Phone: (800) 344-5128 

Email: DAPSReorg@wellsfargo.com 
 Re:
Bloomin’ Brands, Inc. (the “Issuer”) and OSI Restaurant Partners, LLC (the “Co-Issuer”) 5.125% Senior Notes due 2029 (the “Notes”) 

Ladies and Gentlemen: 
 In connection with our
proposed sale of $                 aggregate principal amount of the Notes (CUSIP
No.                    ), we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation
S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 

(1) the offer of the Notes was not made to a person in the United States; 

(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we
nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and 
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act. 
 In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of
Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. 

  
 C-1 












 The Issuers and you are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 

 

			
	 Very truly yours,

	
	   

	[Name of Transferor]
		
	By:	 	 
		 	 Authorized Signature




  
 C-2 












 EXHIBIT D 

[FORM OF CERTIFICATE TO BE DELIVERED 

IN CONNECTION WITH TRANSFERS TO IAIs] 

Bloomin’ Brands, Inc. 
 2202 North West Shore Boulevard,
Suite 500 
 Tampa, FL 33607 
 Attention: Chief Legal Officer

 Email: kellylefferts@bloominbrands.com 
 Wells Fargo
Bank, National Association 
 CTSO Mail Operations 
 Attn: DAPS
– Reorg 
 MAC: N9300-070 

600 South 4th Street, 7th Floor 
 Minneapolis, MN 55415 

Facsimile: (866) 969-1290 

Phone: (800) 344-5128 

Email: DAPSReorg@wellsfargo.com 
 Re:
Bloomin’ Brands, Inc. (the “Issuer”) and OSI Restaurant Partners, LLC (the “Co-Issuer”) 5.125% Senior Notes due 2029 (the “Notes”) 

Ladies and Gentlemen: 
 This certificate is
delivered to request a transfer of $                 principal amount of the Notes. 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

Name:                      
                               

Address:                      
                           

Taxpayer ID
Number:                           

The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the
Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our
investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 

  
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 2. We understand that the Notes have not been registered under the Securities Act (or the
securities laws of any state or other jurisdiction) and, unless so registered, may not be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except as permitted in the following sentence. We agree on our own behalf
and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue, the original issue date of any additional Notes
and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer or any of its subsidiaries,
(b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Securities are eligible for resale pursuant to Rule 144A under the Securities Act, in a transaction complying
with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A under the Securities Act (a “QIB”) that is purchasing for its
own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States to
non-U.S. persons, in compliance with Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act that is not a QIB and is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Securities of $250,000, for
investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which shall
provide, among other things, that the transferee is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the
Notes pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Issuers and the Trustee. 

3. We [are] [are not] an affiliate of the Issuers. 

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

 

			
	 Very truly yours,

	
	   

	[Name of Transferor]
		
	By:	 	 
		 	 Authorized Signature




  
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