Exhibit 4.1


 


Execution Version


 


 


WINNEBAGO INDUSTRIES, INC.

as Company


 


and each Guarantor named
herein


 


$300,000,000


 


6.250% Senior Secured
Notes due 2028


 





 



 


INDENTURE


 


Dated as of July 8,
2020


 





 



 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee and Collateral Trustee


 


 






     


     


    

 


TABLE OF CONTENTS


 


	Article One
	 	 	 
	Definitions
    And Other Provisions Of General Application
	 	 	 
	Section 1.01	Rules of Construction and Incorporation
    by Reference of Trust Indenture Act	1
	Section 1.02	Definitions	2
	Section 1.03	Compliance Certificates and Opinions	60
	Section 1.04	Form of Documents Delivered to Trustee	61
	Section 1.05	Acts of Holders	61
	Section 1.06	Notices, Etc., to Trustee, Company, Any Guarantor
    and Agent	63
	Section 1.07	Notice to Holders; Waiver	63
	Section 1.08	Effect of Headings and Table of Contents	64
	Section 1.09	Successors and Assigns	64
	Section 1.10	Separability Clause	64
	Section 1.11	Benefits of Indenture	64
	Section 1.12	Governing Law	64
	Section 1.13	Legal Holidays	64
	Section 1.14	No Personal Liability of Directors, Officers,
    Employees and Stockholders	65
	Section 1.15	Waiver of Jury Trial	65
	Section 1.16	Counterparts	65
	Section 1.17	Force Majeure	65
	Section 1.18	USA PATRIOT Act	65
	 	 	 
	Article Two
	 	 	 
	Note
    Forms
	 	 	 
	Section 2.01	Form and Dating	66
	Section 2.02	Execution, Authentication, Delivery and Dating	66
	 	 	 
	Article Three
	 	 	 
	The
    Notes
	 	 	 
	Section 3.01	Title and Terms	67
	Section 3.02	Denominations	68
	Section 3.03	Temporary Notes	68
	Section 3.04	Note Registrar; Paying Agent; Registration of
    Transfer and Exchange	68
	Section 3.05	Mutilated, Destroyed, Lost and Stolen Notes	70
	Section 3.06	Payment of Interest; Interest Rights Preserved	70
	Section 3.07	Persons Deemed Owners	72
	Section 3.08	Cancellation	72
	Section 3.09	Computation of Interest	72
	Section 3.10	Transfer and Exchange	72
	Section 3.11	CUSIP Numbers	73
	Section 3.12	Issuance of Additional Notes	73



 






     


     


    

 


	Article Four
	 	 	 
	Satisfaction
    And Discharge
	 	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	73
	Section 4.02	Application of Trust Money	75
	 	 	 
	Article Five
	 	 	 
	Remedies
	 	 	 
	Section 5.01	Events of Default	75
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	78
	Section 5.03	Collection of Indebtedness and Suits for Enforcement
    by Trustee	79
	Section 5.04	Trustee May File Proofs of Claim	79
	Section 5.05	Trustee May Enforce Claims Without Possession
    of Notes	80
	Section 5.06	Application of Money Collected	80
	Section 5.07	Limitation on Suits	81
	Section 5.08	Unconditional Right of Holders to Receive Principal
    Premium and Interest	81
	Section 5.09	Restoration of Rights and Remedies	81
	Section 5.10	Rights and Remedies Cumulative	82
	Section 5.11	Delay or Omission Not Waiver	82
	Section 5.12	Control by Holders	82
	Section 5.13	Waiver of Default	82
	Section 5.14	Waiver of Stay or Extension Laws	82
	Section 5.15	Undertaking for Costs	83
	 	 	 
	Article Six
	 	 	 
	The
    Trustee
	 	 	 
	Section 6.01	Duties of the Trustee	83
	Section 6.02	Notice of Defaults	84
	Section 6.03	Certain Rights of Trustee	84
	Section 6.04	Trustee Not Responsible for Recitals or Issuance
    of Notes	86
	Section 6.05	May Hold Notes	86
	Section 6.06	Money Held in Trust	86
	Section 6.07	Compensation and Reimbursement	86
	Section 6.08	Corporate Trustee Required; Eligibility	87
	Section 6.09	Resignation and Removal; Appointment of Successor	87
	Section 6.10	Acceptance of Appointment by Successor	88
	Section 6.11	Merger, Conversion, Consolidation or Succession
    to Business	89
	Section 6.12	Appointment of Authenticating Agent	89



 






     


     


    

 


	Article Seven
	 	 	 
	Holders
    Lists And Reports By Trustee And Company
	 	 	 
	Section 7.01	Holder Lists	91
	Section 7.02	Disclosure of Names and Addresses of Holders	91
	 	 	 
	Article Eight
	 	 	 
	Merger,
    Consolidation Or Sale Of All
	Or
    Substantially All Assets
	 	 	 
	Section 8.01	Company May Consolidate, Etc., Only on
    Certain Terms	91
	Section 8.02	Guarantors May Consolidate, Etc., Only
    on Certain Terms	92
	Section 8.03	Successor Substituted	93
	 	 	 
	Article Nine
	 	 	 
	Amendment,
    Supplement And Waiver
	 	 	 
	Section 9.01	Amendments or Supplements Without Consent of
    Holders	93
	Section 9.02	Amendments or Supplements with Consent of Holders	95
	Section 9.03	Execution of Amendments Supplements or Waivers	97
	Section 9.04	Effect of Amendments, Supplements or Waivers	97
	Section 9.05	[Reserved]	97
	Section 9.06	Reference in Notes to Supplemental Indentures	97
	Section 9.07	Notice of Supplemental Indentures	97
	 	 	 
	Article Ten
	 	 	 
	Covenants
	 	 	 
	Section 10.01	Payment of Principal, Premium, if Any, and Interest	97
	Section 10.02	Maintenance of Office or Agency	98
	Section 10.03	Paying Agent to Hold Money in Trust	98
	Section 10.04	Corporate Existence	99
	Section 10.05	Payment of Taxes and Other Claims	99
	Section 10.06	Statement by Officers as to Default	100
	Section 10.07	Reports and Other Information	100
	Section 10.08	Limitation on Restricted Payments	102
	Section 10.09	Limitation on Incurrence of Indebtedness and
    Issuance of Disqualified Stock and Preferred Stock	109
	Section 10.10	Liens	117
	Section 10.11	Limitations on Transactions with Affiliates	117
	Section 10.12	Limitations on Dividend and Other Payment Restrictions
    Affecting Restricted Subsidiaries	120
	Section 10.13	Limitation on Guarantees of Indebtedness by
    Restricted Subsidiaries	122
	Section 10.14	[Reserved]	123
	Section 10.15	Change of Control	123
	Section 10.16	Asset Sales	125
	Section 10.17	After-Acquired Property	130
	Section 10.18	[Reserved]	131
	Section 10.19	Suspension of Covenants	131
	Section 10.20	Maintenance of Property	132
	Section 10.21	Further Assurances	132



 






     


     


    

 


	Article Eleven
	 	 	 
	Redemption
    Of Notes
	 	 	 
	Section 11.01	Right of Redemption	132
	Section 11.02	Mandatory Redemption	134
	Section 11.03	Applicability of Article	134
	Section 11.04	Election to Redeem; Notice to Trustee	134
	Section 11.05	Selection of Notes to Be Redeemed	134
	Section 11.06	Notice of Redemption	135
	Section 11.07	Effect of Notice of Redemption	136
	Section 11.08	Deposit of Redemption Price	136
	Section 11.09	Notes Payable on Redemption Date	136
	Section 11.10	Notes Redeemed in Part	137
	 	 	 
	Article Twelve
	 	 	 
	Guarantees
	 	 	 
	Section 12.01	Guarantees	137
	Section 12.02	Severability	139
	Section 12.03	[Reserved]	139
	Section 12.04	Limitation of Guarantors’ Liability	139
	Section 12.05	Contribution	139
	Section 12.06	Subrogation	140
	Section 12.07	Reinstatement	140
	Section 12.08	Release of a Guarantor	140
	Section 12.09	Benefits Acknowledged	141
	 	 	 
	Article Thirteen
	 	 	 
	Legal
    Defeasance And Covenant Defeasance
	 	 	 
	Section 13.01	Company’s Option to Effect Legal Defeasance
    or Covenant Defeasance	141
	Section 13.02	Legal Defeasance and Discharge	141
	Section 13.03	Covenant Defeasance	142
	Section 13.04	Conditions to Legal Defeasance or Covenant Defeasance	142
	Section 13.05	Deposited Money and Government Securities to
    Be Held in Trust; Other Miscellaneous Provisions	144
	Section 13.06	Reinstatement	144
	Section 13.07	Repayment to Company	145



 






     


     


    

 


	Article Fourteen
	 	 	 
	Intercreditor
    Agreement and Collateral Trust Agreement
	 	 	 
	Section 14.01	Intercreditor Agreement	145
	Section 14.02	Collateral Trust Agreement	146
	 	 	 
	Article Fifteen
	 	 	 
	Collateral
	 	 	 
	Section 15.01	Security Documents	146
	Section 15.02	Collateral Trustee	146
	Section 15.03	Authorization of Actions to Be Taken	148
	Section 15.04	Release of Collateral	149
	Section 15.05	[Reserved]	151
	Section 15.06	Powers Exercisable by Receiver or Trustee	151
	Section 15.07	Voting	151
	Section 15.08	Post-Closing Collateral	151



 


APPENDIX & EXHIBITS


 


Rule 144A / Regulation S Appendix


EXHIBIT 1 to Rule 144A / Regulation
S Appendix—Form of Initial Note


EXHIBIT 2
to Rule 144A / Regulation S Appendix—Form of Transferee Letter of Representation


EXHIBIT 3
to Rule 144A/Regulation S Appendix—Form of Non-U.S. Beneficial Ownership Certification by Euroclear or Clearstream
Luxembourg


EXHIBIT A—Form of
Supplemental Indenture


 






     


     


    

 


INDENTURE dated as of July 8, 2020
(this “Indenture”), among WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the “Company”),
the guarantors named in Schedule I hereto (the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee
(in such capacity, the “Trustee”) and as Collateral Trustee (in such capacity, the “Collateral Trustee”).


 


RECITALS


 


The Company has duly authorized the creation
of an issue of 6.250% Senior Secured Notes Due 2028 issued on the date hereof (the “Initial Notes”), and to
provide therefor the Company and each Guarantor have duly authorized the execution and delivery of this Indenture.


 


Each Guarantor has duly authorized its
Guarantee of the Initial Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.


 


All things necessary have been done to
make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid
and legally binding obligations of the Company and to make this Indenture a valid and legally binding agreement of the Company,
in accordance with their and its terms.


 


All things necessary have been done to
make each Guarantee, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture
a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit
of all Holders, as follows:


 


Article One


 


Definitions
And Other Provisions Of General Application


 


Section 1.01          Rules of
Construction and Incorporation by Reference of Trust Indenture Act. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:


 


(1)          the
terms defined in this Article One have the meanings assigned to them in this Article One, and words in the singular
include the plural and words in the plural include the singular;


 


(2)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined);
provided that for clarity purposes, determination of whether an action is for speculative purposes is not an accounting
term;


 






     


     


    

 


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


 


(4)          all
references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits
and Appendices to, this Indenture;


 


(5)          “including”
means including without limitation;


 


(6)          all
references to the date the Notes were originally issued shall refer to the Issue Date;


 


(7)          the
phrase “in writing” as used herein shall be deemed to include .pdf attachments and other electronic means of transmission,
unless otherwise indicated; and


 


(8)          the
term “all or substantially all” of the assets of the Company and its Subsidiaries, taken as a whole, shall not be
deemed to refer to “any” assets of the Company as a result of the Company or a Subsidiary being in the “zone
of insolvency.”


 


This Indenture is not subject to the mandatory
provisions of the TIA (as herein defined) which are not incorporated by reference in or made a part of this Indenture unless specifically
provided herein.


 


Section 1.02          Definitions.


 


“ABL Administrative Agent”
means JPMorgan Chase Bank, N.A., as administrative agent under the ABL Facility, or if there is no ABL Facility, the “ABL
Administrative Agent” designated pursuant to the terms of the Permitted ABL Debt.


 


“ABL Collateral Agent”
means JPMorgan Chase Bank, N.A., as collateral agent under the ABL Collateral Documents, or any successor collateral agent under
any Permitted ABL Debt.


 


“ABL Collateral Documents”
means, collectively, the Intercreditor Agreement, the security agreements, pledge agreements, mortgages, collateral assignments,
deeds of trust and all other pledges, agreements, financing statements, patent, trademark or copyright filings, mortgages or other
filings or documents that create or purport to create a Lien on the Collateral in favor of the ABL Administrative Agent for the
benefit of ABL Secured Parties, in each case as they may be amended from time to time, and any instruments of assignment, control
agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.


 


“ABL Facility” means
the Amended and Restated Credit Agreement, dated as of October 22, 2019, by and among the Company, Winnebago of Indiana,
LLC, Grand Design RV, LLC, Newmar Corporation, the other loan parties thereto, the lenders party thereto in their capacities as
lenders thereunder and the ABL Administrative Agent, including any guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, replacements,
refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other
institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or
commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount
borrowable thereunder or alters the maturity thereof; provided that such increase in borrowings is permitted under the terms of
the Intercreditor Agreement.


 






    	 	2	 



     


    

 


“ABL Secured Parties”
means, collectively, (a) the ABL Administrative Agent, (b) each Permitted ABL Representative, and (c) the holders
of Permitted ABL Obligations, including all of the other Secured Parties (as defined in the ABL Facility).


 


“Account(s)” has the
meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9 thereof.


 


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


 


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


 


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


 


provided
that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at
the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the
specified Person shall not be Acquired Indebtedness.


 


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


 


(1) prior to the Discharge of Priority
Lien Notes Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of, the holders
of (or the Priority Lien Representatives representing the holders of) Priority Lien Notes Debt representing the Required Priority
Lien Debtholders; and


 


(2) at any time after the Discharge
of Priority Lien Notes Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent
of the holders of (or the Parity Lien Representatives representing the holders of) Parity Lien Notes Debt representing the Required
Parity Lien Debtholders.


 


For purposes of this definition, (a) Priority
Lien Notes Debt or Parity Lien Notes Debt registered in the name of, or beneficially owned by, the Company or any Subsidiaries
of the Company will be deemed not to be outstanding and (b) votes will be determined in accordance with the Collateral Trust
Agreement.


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1.05.


 


“Additional
Notes” means any Notes issued by the Company pursuant to Section 3.12.


 


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


 






    	 	3	 



     


    

 


“Affiliate
Transaction” has the meaning specified in Section 10.11(a).


 


“After-Acquired
Property” means any and all assets or property (other than Excluded Assets) acquired after the Issue Date, including
any property or assets acquired by the Company or a Guarantor from another Guarantor or, in the case of a Guarantor, from the
Company, which in each case constitutes Collateral or would have constituted Collateral had such assets or property been owned
by the Company or Guarantor on the Issue Date.


 


“Applicable Pledge Percentage”
means (a) in the case of a pledge by the Company or any Subsidiary of its voting Equity Interests in an Excluded Domestic
Subsidiary or an Excluded Foreign Subsidiary, 65%, and (b) in all other cases, 100%.


 


“Aggregate Payments”
has the meaning specified in Section 12.05.


 


“Appendix”
has the meaning specified in Section 2.01.


 


“Applicable
Premium” means, with respect to a Note at any Redemption Date (or date of deposit), the greater of (i) 1.0%
of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date (or date of
deposit) of (1) the Redemption Price of such Note on July 15, 2023 (such Redemption Price being that set forth in the
table set forth in Section 11.01(b)), plus (2) all required remaining scheduled interest payments (calculated based
on the cash interest rate payable on the Notes) due on such Note through such date (excluding accrued but unpaid interest to the
Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal
amount of such Note on such Redemption Date (or date of deposit), as calculated by the Company or on behalf of the Company by
such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee.


 


“Asset Sale” means


 


(1)          the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets outside the ordinary course of business of the Company or any Restricted Subsidiary (each referred to in this definition
as a “disposition”); and


 


(2)          the
issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.


 


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


 


(a)          a
disposition of cash, Cash Equivalents or Investment Grade Securities or excess, damaged, obsolete, used, surplus, fully depreciated
or worn out property or assets in the ordinary course of business or any sale or disposition of property or assets in connection
with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of inventory or goods held for sale
in the ordinary course of business;


 






    	 	4	 



     


    

 


(b)          the
disposition of all or substantially all of the assets of the Company or any Guarantor in a manner permitted pursuant to the provisions
set forth in Section 8.01 or any disposition that constitutes a Change of Control pursuant to this Indenture;


 


(c)          the
making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by Section 10.08;


 


(d)          any
disposition of property or other assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction
or series of transactions with an aggregate fair market value of less than the greater of (x) $10.0 million and (y) 0.75%
of the Consolidated Total Assets;


 


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


 


(f)           to
the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in
a Similar Business; provided that to the extent
the property exchanged by the Company or any Restricted Subsidiary constituted Collateral, then all property
acquired by the Company or such Restricted Subsidiary in such exchange shall be pledged as Collateral (and with the same priority)
as that of the exchanged property as required and provided under the Security Documents;


 


(g)          the
lease, assignment, license, sub-license or sub-lease of any real or personal property in the ordinary course of business or property
constituting closed or unused facilities (including any fixtures or equipment therein);


 


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


 


(i)           foreclosures
or governmental Condemnations on assets;


 


(j)           sales
or factoring of accounts receivable, or participations therein in the ordinary course of business or in connection with any Receivables
Facility;


 


(k)          the
unwinding of any Hedging Obligations;


 


(l)           the
sale, lease, assignment, license, sub-license or sub-lease of equipment, inventory, accounts receivable or other assets in
the ordinary course of business;


 


(m)         the
licensing or sub-licensing of intellectual property in the ordinary course of business or consistent with past practice or the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any patents,
trademarks, servicemarks, tradenames, copyrights and other intellectual property rights not necessary in the conduct of the business
of the Company and its Restricted Subsidiaries;


 






    	 	5	 



     


    

 


(n)          any
sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by this Indenture;


 


(o)          the
surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the
ordinary course of business;


 


(p)          the
issuance and sale of equity interests of the Company and the issuance of employee stock options or stock awards pursuant to benefit
plans of the Company or any of its Restricted Subsidiaries;


 


(q)          any
sale, lease, transfer or other disposition in connection with any industrial revenue bond or similar program that does not result
in the recognition of the sale or the asset transfer in accordance with GAAP, or any similar transaction;


 


(r)           the
sale of interests in a joint venture pursuant to customary put-call or buy-sell arrangements, provided that any net cash
proceeds therefrom are applied as Net Proceeds of an Asset Sale pursuant to Section 10.16; and


 


(s)          the
settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related
Permitted Warrant Transaction.


 


“Asset
Sale Offer” has the meaning specified in Section 10.16(d).


 


“Asset
Sale Payment Date” has the meaning specified in Section 10.16(j)(2).


 


“Attributable
Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value
(discounted at the cash interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which
such lease has been extended); provided, however, that if such Sale and Lease-Back Transaction results in a Capitalized
Lease Obligation, the amount of Indebtedness represented thereby shall be determined in accordance with the definition of “Capitalized
Lease Obligation.”


 


“Authenticating
Agent” has the meaning specified in Section 6.12.


 


“Bankruptcy Code” means
Title 11, U.S.C., as now or hereafter in effect, or any successor thereto.


 


“Bankruptcy
Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal
or state or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to succession to or change in any such law.


 






    	 	6	 



     


    

 


“Board of Directors”
means:


 


(1)          with
respect to a corporation, the board of directors of the corporation;


 


(2)          with
respect to a partnership, the board of directors of the general partner of the partnership; and


 


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


 


“Board
Resolution” means, with respect to the Company, a duly adopted resolution of the Board of Directors of the Company
or any committee thereof.


 


“Borrowing
Base” means the sum of (A) 90% of the net book value of accounts receivable of the Company and its Restricted
Subsidiaries and (B) 75% of the net book value of inventory of the Company and its Restricted Subsidiaries (with accounts
receivable and inventory calculated on the basis that all Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations that have been made by the Company and its Restricted Subsidiaries prior to or substantially contemporaneous
with the date of any calculation shall be included or excluded, as the case may be, on a pro forma basis with such calculations
made in good faith by a responsible financial or accounting officer of the Company).


 


“Business
Day” means each day that is not a Legal Holiday.


 


“Capital Stock” means


 


(1)          in
the case of a corporation, capital stock,


 


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


 


(3)          in
the case of a partnership, partnership interests (whether general or limited),


 


(4)          in
the case of a limited liability company, membership interests,


 


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


 


(6)          all
rights, warrants or options exchangeable for or convertible into any of the items described in clauses (1) through (5) above;


 


provided
that with respect to the foregoing, Capital Stock shall exclude any debt securities convertible into Capital Stock,
whether or not such debt securities include any right to vote or participation with Capital Stock.


 


“Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet
(excluding the footnotes thereto) in accordance with GAAP.


 






    	 	7	 



     


    

 


“Cash
Equivalents” means, as to any Person,


 


(1)          securities
issued or directly and fully guaranteed or insured by the United States, the United Kingdom, Canada,
Switzerland, and any other member state of the European Union or any agency, instrumentality or sponsored corporation thereof
and backed by the full faith and credit of the applicable government, and in each
case having maturities of not more than 24 months from the date of acquisition;


 


(2)          U.S.
dollar denominated time deposits, certificates of deposit, overnight bank deposits and bankers’ acceptances having maturities
within one year from the date of acquisition thereof issued by any lender under the ABL Facility or any commercial bank of recognized
standing, having capital and surplus in excess of $500,000,000;


 


(3)          repurchase
obligations for underlying securities of the types set forth in clauses (1) and (2) above and entered into with any
commercial bank meeting the qualifications specified in clause (2) above;


 


(4)          other
investment instruments having maturities within 180 days from the date of acquisition thereof offered or sponsored by financial
institutions having capital and surplus in excess of $500,000,000;


 


(5)          readily
marketable direct obligations issued by any state of the United States or any political subdivision thereof having maturities
within 180 days from the date of acquisition thereof and having, at the time of acquisition thereof, one of the two highest rating
categories obtainable from either Moody’s or S&P (or if at such time neither
is issuing ratings, then a comparable rating of another nationally recognized rating agency);


 


(6)          commercial
paper rated, at the time of acquisition thereof, at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody’s (or if at such time neither
is issuing ratings, then a comparable rating of another nationally recognized rating agency), in each case maturing within one
year after the date of acquisition;


 


(7)          investments
in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through
(6) above;


 


(8)          in
the case of any Foreign Subsidiary of the Company, (x) certificates of deposit or bankers’
acceptances of any bank organized under the laws of Canada, Japan or any country that is a member of the European economic and
monetary union pursuant to the Treaty whose short-term commercial paper, at the time of acquisition thereof, is rated at least
A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither
is issuing ratings, then a comparable rating of another nationally recognized rating agency), or, if no
such commercial paper rating is available, a long-term debt rating, at the time of acquisition thereof, of at least A or the equivalent
thereof by S&P or at least A-2 or the equivalent thereof by Moody’s (or if at such
time neither is issuing ratings, then a comparable rating of another nationally recognized
rating agency), in each case maturing not more than one year from the date of acquisition by such Foreign Subsidiary, (y) overnight
deposits and demand Deposit Accounts maintained with any bank that such Foreign Subsidiary regularly transacts business and (z) securities
of the type and maturity described in clause (1) above but issued by the principal governmental
authority in the jurisdiction in which such Foreign Subsidiary is organized so long as such
security has the highest rating available from either S&P or Moody’s;


 






    	 	8	 



     


    

 


(9)          Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s with maturities of one year or less from the date of acquisition;


 


(10)        U.S.
dollars; and


 


(11)        Canadian
dollars, Japanese yen, pounds sterling, Euros or, in the
case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the
ordinary course of business.


 


“Casualty”
means any casualty, loss or damage with respect to real or personal property or improvements.


 


“CFC” means any Subsidiary
organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia,
that is a “controlled foreign corporation” for purposes of Section 957 of the Code.


 


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


 


(1)          the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder or a group (as
defined in clause (2) below) of which Permitted Holders control more than 50% of the
total voting power of the Voting Stock of the Company owned by such group, or


 


(2)          the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy,
vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule 13d-5(b)(l) under the Exchange Act, or any successor
provision), other than the Permitted Holders, or a group of which Permitted Holders control more than 50% of the total voting
power of the Voting Stock of the Company owned by such group, in a single transaction or in a series of related transactions,
by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company
or any of its direct or indirect parent companies.


 






    	 	9	 



     


    

 


Notwithstanding
the foregoing, (i) a transaction in which the Company or any direct or indirect parent of the Company becomes a Subsidiary
of another Person (other than a Person that is an individual, such Person that is not an individual,
the “New Parent”) shall not constitute a Change of Control if (a) the shareholders of the Company or such
parent immediately prior to such transaction “beneficially own” (as such term
is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding
voting stock of such parent immediately following the consummation of such transaction or (b) immediately following the consummation
of such transaction, no Person, other than a Permitted Holder or a group (as defined in clause (2) above) of Permitted Holders
which control more than 50% of the total voting power of the Voting Stock of the Company and the New Parent, “beneficially
owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 50% of the voting
power of the outstanding Voting Stock of the Company or the New Parent; (ii) any holding
company whose only significant asset is Capital Stock of the Company or any other direct or indirect parent of the Company shall
not itself be considered a Person or “group” for purposes of this definition; (iii) the transfer of assets between
or among the Restricted Subsidiaries and the Company in accordance with the terms of this Indenture shall not itself constitute
a Change of Control; (iv) a Person or “group” shall not be deemed to have beneficial ownership of securities
(or “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act)) subject
to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the
consummation of the transactions contemplated by such agreement; (v) any of the events described above in clauses (1) and
(2) shall not constitute a “Change of Control” during a Fall-Away Period unless in connection therewith the ratings
assigned to the Notes are withdrawn or downgraded so that the Notes no longer have an Investment Grade Rating; and (vi) any
change in the relative beneficial ownership of the Permitted Holders that does not alter the overall beneficial ownership of the
Permitted Holders shall not constitute a Change of Control.


 


“Change
of Control Offer” has the meaning specified in Section 10.15.


 


“Change
of Control Payment” has the meaning specified in Section 10.15.


 


“Change
of Control Payment Date” has the meaning specified in Section 10.15.


 


“Chattel Paper”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 


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


 


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


 


“Collateral”
means all of the assets and properties at any time owned or acquired by any Grantor that constitute Priority Fixed Assets
Collateral or the Priority ABL Collateral.


 


“Collateral
Documents” means the ABL Collateral Documents and the Permitted Notes Collateral Documents;
provided, however, that for purposes of the Collateral Trust Agreement, in no event shall the term “Collateral Documents”
include or refer to any documents to which the Collateral Trustee is not a party as collateral trustee, collateral agent or similar
title, or, with the knowledge of the Collateral Trustee, a named beneficiary of a document or instrument which the Company or
any other Grantor is required to deliver or cause to be delivered pursuant to a Collateral Document or this Indenture.


 






    	 	10	 



     


    

 


“Collateral Trust Agreement”
means that certain Collateral Trust Agreement, dated as of the Issue Date, by and among the Company, the Guarantors, the Collateral
Trustee and the Trustee, as it may be amended from time to time.


 


“Collateral Trustee”
means U.S. Bank National Association, in its capacity as Collateral Trustee for the Holders
of Notes and holders of Parity Lien Notes Debt under the Collateral Trust Agreement, the Intercreditor Agreement and the other
Security Documents, together with its successors in such capacity.


 


“Commercial
Tort Claim” has the meaning specified in the UCC, and if defined in more than one Article of
the UCC, the meaning given in Article 9 thereof.


 


“Company”
means the Person named as the “Company” in
the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter, “Company” shall mean such successor Person; provided
that when used in the context of determining the fair market value of an asset or liability
under this Indenture, “Company” shall, unless otherwise expressly stated, be deemed to mean the Board of Directors
of the Company when the fair market value of such asset or liability is equal to or in excess
of $5.0 million.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company
by one Officer and delivered to the Trustee.


 


“Condemnation”
means any taking by a government of the United States
or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European
Central Bank) of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of
eminent domain, by reason of any public improvement or condemnation or in any other manner.


 


“Condemnation
Award” means all proceeds of any Condemnation
or transfer in lieu thereof.


 


“Convertible Indebtedness”
means Indebtedness of the Company permitted to be incurred under the terms of this Indenture that is either (a) convertible
into common stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to
the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially
equivalent derivative transactions) that are exercisable for common stock of the Company and/or cash (in an amount determined
by reference to the price of such common stock).


 


“Contributing
Guarantors” has the meaning specified in Section 12.05.


 


“consolidated”
means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation
any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.


 






    	 	11	 



     


    

 


“Consolidated
Depreciation and Amortization Expense”
means with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of deferred financing fees and other related noncash charges of such Person and its Restricted
Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


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


 


(a)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income, including


 


(1)          amortization
of original issue discount resulting from the issuance of Indebtedness at less than par,


 


(2)          all
commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances,


 


(3)          noncash
interest payments (but excluding any noncash interest expense attributable to the movement in
the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP),


 


(4)          the
interest component of Capitalized Lease Obligations, and


 


(5)          net
payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness,


 


and excluding: (i) amortization of
deferred financing fees, debt issuance costs, commissions, fees and expenses, (ii) any expensing of bridge, commitment and
other financing fees and (iii) commissions, discounts, yield and other fees and charges (including any interest expense)
related to any Receivables Facility; plus


 


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


 


(b)          interest
income for such period.


 


For purposes of this definition, interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


Notwithstanding the foregoing, any additional
charges arising from (i) the application of Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities
from Equity—Overall—Recognition” to any series of preferred stock other
than Disqualified Stock or (ii) the application of Accounting Standards Codification Topic 470-20 “Debt—Debt
with Conversion Options—Recognition,” in each case, shall be disregarded in the
calculation of Fixed Charges.


 






    	 	12	 



     


    

 


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


 


(1)          any
net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) and any restructuring
expenses, including any severance expenses, relocation expenses, one-time compensation charges, curtailments or modifications
to pension and post-retirement employee benefit plans, any expenses related to any reconstruction, decommissioning, recommissioning
or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition
integration costs, facilities opening costs, business optimization costs, signing, retention or completion bonuses or expenses
(including relating to severance, relocation, one-time compensation charges, the acquisition transaction and reconstruction,
decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses, facilities closing costs, acquisition
integration costs, facilities opening costs, business optimization costs, costs or charges associated with reductions in force
and signing, retention or completion bonuses) shall be excluded;


 


(2)          the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether
effected through a cumulative effect adjustment or a retroactive application in each
case in accordance with GAAP;


 


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


 


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


 


(5)          the
Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that
is accounted for by the equity method of accounting,
shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or
distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or
a Restricted Subsidiary thereof in respect of such period (subject in the case of dividends, distributions or other payments made
to a Restricted Subsidiary to the limitations contained in clause (6) below);


 


(6)          solely
for the purpose of determining the amount available for Restricted Payments under clause (4)(C)(1) of Section 10.08(a),
the Net Income for such period of any Restricted Subsidiary (other than any
Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental
approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived:
provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions
or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof
in respect of such period, to the extent not already included therein;


 






    	 	13	 



     


    

 


(7)          any
increase in amortization or depreciation or other noncash charges resulting from the application of purchase accounting in relation
to any acquisition that is consummated
after the Issue Date, net of taxes, shall be excluded;


 


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


 


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


 


(10)        any
unrealized gain or loss resulting in such period from
(i) Hedging Obligations and (ii) the application of Accounting Standards Codification Topic 815 shall be excluded;


 


(11)        any
net gain or loss (or similar changes) resulting in such
period from currency translation gains or losses (or similar charges) on currency remeasurements of Indebtedness, including intercompany
Indebtedness, shall be excluded;


 


(12)        any
charges resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations,” Accounting
Standards Codification Topic 350 “Intangibles—Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15
 “Impairment or Disposal of Long-Lived
Assets,” Accounting Standards Codification Topic 480-10 25-4 “Distinguishing Liabilities from Equity—Overall—Recognition”
or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” shall be excluded;


 


(13)        noncash
interest expense resulting from the application of Accounting Standards Codification Topic 470-20 “Debt—Debt
with Conversion Options—Recognition” shall be excluded;


 


(14)        any
expenses or charges related to any
Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or
the incurrence of Indebtedness permitted to be incurred by this Indenture
including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of
any such transactions shall be excluded;


 


(15)        all
net after-tax charges, expenses, gain or income with respect to curtailments, discontinuations or modifications to pension and
post-retirement employee benefit plans shall be excluded;


 


(16)        any
noncash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or
other rights or expense relating to any payment made to holders of equity based securities or rights in respect of any dividend
sharing provisions of such securities or rights to officers, directors or employees shall be excluded;


 






    	 	14	 



     


    

 


(17)        to
the extent covered by insurance and actually reimbursed
in such period, expenses incurred in respect of the event giving rise to reimbursement with business interruption insurance shall
be excluded; and


 


(18)        any
proceeds from business interruption insurance received as compensation for lost profits or income during such period shall be
included (to the extent not already included in net income).


 


Notwithstanding
the foregoing, for the purpose of Section 10.08 only (other than clause (4)(C)(4) thereof),
there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments
made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the
Company and the Restricted Subsidiaries, any repayments to the Company or a Restricted Subsidiary
of loans and advances that constitute Restricted Investments, any sale of the stock of an Unrestricted Subsidiary or any distribution
or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments
permitted under Section 10.08 pursuant to clause (4)(C)(4) of Section 10.08(a).


 


“Consolidated
Total Assets” means, as of any date of determination, the total assets, net, reflected on the consolidated balance
sheet of the Company and its Restricted Subsidiaries as at the end of the most recent fiscal quarter for which financial statements
are available, determined on a consolidated basis in accordance with GAAP, with such pro forma adjustments as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.


 


“Consolidated
Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate
amount of all outstanding Indebtedness of the Company and the Restricted Subsidiaries on a consolidated
basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations, Attributable Debt
in respect of Sale and Lease-Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments
or letters of credit or bankers’ acceptances (and excluding (w) any guarantees or other Contingent Obligations, (x) any
undrawn letters of credit, (y) all obligations relating to Receivables Facilities and (z) any intercompany Indebtedness)
and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and Preferred
Stock of the Restricted Subsidiaries (excluding items eliminated in consolidation), with the amount of such Disqualified Stock
and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed
Repurchase Prices, in each case determined on a consolidated
basis, and only to the extent required to be recorded on a balance sheet, in accordance with GAAP.


 


For purposes hereof, the “Maximum
Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred
Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock,
such fair market value shall be determined reasonably and in good faith by the Company.


 






    	 	15	 



     


    

 


“Consolidated Total Secured Indebtedness”
means, as at any date of determination, an amount equal to the aggregate amount of Consolidated Total Indebtedness that is secured
by a Lien on assets of the Company or any Restricted Subsidiary.


 


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


 


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


 


(2)          to
advance or supply funds,


 


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


 


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


 


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


 


“Corporate
Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located
at 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603, Attention: Corporate Trust-Winnebago Industries,
except that with respect to presentation of the Notes for payment or for registration of transfer or exchange, such term shall
mean the office or agency of the Trustee at which, at any particular
time, its corporate agency business shall be conducted.


 


“Covenant
Defeasance” has the meaning specified in Section 13.03.


 


“Credit
Facilities” means, with respect to any Grantor or any of its Restricted Subsidiaries, one or more of (1) any
ABL Facility and (2) any other facilities, indentures or other arrangements (including commercial paper facilities and overdraft
facilities), in each case, with one or more banks, other financial institutions, lenders or investors providing for revolving
credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special
purpose entities formed to borrow from such institutions against such receivables or the creation of any Liens in respect of such
receivable in favor of such institutions), letters of credit or other Indebtedness, in each case, as amended, restated, amended
and restated, supplemented or otherwise modified or renewed, refunded, replaced, restructured, refinanced, repaid, increased or
extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative
agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the original
credit agreement or one or more other credit agreements, indentures, financing agreements or otherwise) and in each case including
all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any
notes, any letters of credit and reimbursement obligations related thereto, any guarantee and collateral agreement, patent and
trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements
and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include
any agreement or instrument (a) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (b) adding
Subsidiaries of a Grantor as additional borrowers or guarantors thereunder, (c) increasing the amount of Indebtedness incurred
thereunder or available to be borrowed thereunder or (d) otherwise altering the terms and conditions thereof, in each case
to the extent otherwise permitted under all applicable Secured Debt Documents.


 






    	 	16	 



     


    

 


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


 


“Defaulted
Interest” has the meaning specified in Section 3.06(b).


 


“Deposit Account”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 


“Depository”
means The Depository Trust Company, its nominees and their
respective successors.


 


“Designated
Noncash Consideration” means the fair market value of noncash consideration received by the Company or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s
Certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer
of the Company (or a parent company thereof), less the amount of cash or Cash Equivalents received in connection with a subsequent
sale of such Designated Noncash Consideration.


 


“Discharge of
Priority Lien Notes Obligations” means the occurrence of all of the following:


 


(1) with respect to
each Series of Priority Lien Notes Debt, either (x) payment in full in cash of the principal of and interest and premium
(if any) on all Priority Lien Notes Debt of such Series of Priority Lien Notes Debt or (y) there has been a legal defeasance
or covenant defeasance pursuant to the terms of the applicable Priority Lien Documents for such Series of Priority Lien Notes
Debt; and


 


(2) payment in full
in cash of all other Priority Lien Notes Obligations that are outstanding and unpaid at the time the Priority Lien Notes Debt
is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities
in respect of which no claim or demand for payment has been made at such time).


 


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


 






    	 	17	 



     


    

 


“Document”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 


“Domestic Foreign
Holdco Subsidiary” means any Domestic Subsidiary substantially all of the assets of which consist of the Equity Interests
(or Equity Interests and Indebtedness) of one or more CFCs.


 


“Domestic
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than (i) a
Foreign Subsidiary or (ii) a Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation for U.S.
federal income tax purposes, but, in each case, including any Subsidiary that guarantees or otherwise provides direct credit support
for any indebtedness of the Company.


 


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


 


(1)          increased
by (without duplication):


 


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


 


(b)          consolidated
Fixed Charges of such Person for such period to the extent the same was deducted in computing Consolidated Net Income; plus


 


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


 


(d)          non-recurring
restructuring charges (including, without limitation, relocation costs and costs relating to the opening, closure and/or consolidation
of facilities) that are paid or to be paid in cash; plus


 


(e)          any
write offs, write downs or other noncash charges, expenses or losses reducing Consolidated Net Income for such period, excluding
any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus


 


(f)           the
amount of any minority interest expense deducted in computing Consolidated Net Income; plus


 






    	 	18	 



     


    

 


(g)          any
costs or expenses incurred and deducted in computing Consolidated Net Income by the Company
or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of the Company or net cash proceeds of issuance of Equity Interests of the Company (other
than Disqualified Stock that is Preferred Stock) in each case, solely to the extent that such cash proceeds are excluded from
the calculation set forth in clause (4)(C) of Section 10.08(a); plus


 


(h)          expenses
deducted in computing Consolidated Net Income to the extent covered by contractual indemnification
or refunding provisions in favor of the Company or any of its Restricted Subsidiaries in connection with any acquisition or other
Investment or any disposition of assets permitted under this Indenture, to the extent actually paid or refunded in cash by a third
party other than the Company or a Restricted Subsidiary during such period; plus


 


(i)           the
amount of any other expense reductions and cost savings related to operational efficiencies, strategic initiatives or purchasing
improvements and other synergies (without duplication of any cost savings or expense reductions made pursuant to the definition
of Fixed Charge Coverage Ratio), in each case that have occurred prior to the Calculation Date or are reasonably expected to occur
within 24 months of the Calculation Date, in the reasonable judgment of the chief financial or accounting officer of the Company
in good faith (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial
statements in accordance with Regulation S-X promulgated under the 1933 Act or any other regulation or policy of the SEC related
thereto); provided that such net cost savings, initiatives, improvements and synergies are reasonably identifiable and quantifiable;
plus


 


(j)           any
losses for such period attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement and any
unrealizes losses for such period attributable to the application of “mark to market” accounting in respect of Hedging
Agreements; plus


 


(k)          the
cumulative effect for such period of a change in accounting principles; plus


 


(l)           non-recurring
out-of-pocket transactional fees, costs and expenses relating to any acquisitions (or any failed acquisitions), Investments, Indebtedness
(including the issuance of the Notes), securities offerings and dispositions, including legal fees, advisory fees and upfront
financing fees; plus


 


(m)         fees,
costs and expenses incurred in connection with the implementation of enterprise resource planning; provided that, for purposes
of determining EBITDA for any period of four (4) consecutive fiscal quarters of the Company, the aggregate amount added back
under this clause (m) shall not exceed $8,000,000; plus


 


(n)          all
adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in the Offering
Memorandum to the extent such adjustments, without duplication, continue to be applicable to the reference period.


 


(2)          decreased
by (without duplication) noncash gains increasing Consolidated Net Income of such Person for such period, excluding any gains
that represent the accrual of revenue in the ordinary course of business and the reversal of any accrual of, or cash reserve for,
anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income
in computing EBITDA in accordance with this definition); and


 






    	 	19	 



     


    

 


(3)          increased
or decreased, as applicable, by (without duplication) the amount of gain or loss resulting in such period from a sale of receivables
and related assets to a Receivables Subsidiary in connection
with a Receivables Facility.


 


For purposes of determining EBITDA for
any period of four consecutive fiscal quarters, the aggregate amount added back in clause (i) above in respect of such period,
when taken together with any adjustments made pursuant to the third paragraph of the definition of “Fixed Charge Coverage
Ratio,” shall not exceed 25% of EBITDA (as calculated before giving effect to clause (i) above).


 


“Equipment” has the
meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9 thereof.


 


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


 


“Equity
Offering” means any public or private sale of common stock or Preferred Stock of the Company or any of its direct
or indirect parent companies (excluding Disqualified Stock), other than:


 


(a)          public
offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-4
or Form S-8;


 


(b)          any
such public or private sale that constitutes an Excluded Contribution; and


 


(c)          an
issuance to any Subsidiary of the Company.


 


“Event
of Default” has the meaning specified in Section 5.01.


 


“Excess
Proceeds” has the meaning specified in Section 10.16.


 


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


 


“Excluded Accounts”
means, collectively, (a) payroll accounts, trust accounts, employee benefit accounts and zero-balance disbursement accounts
(that are not collection accounts) and (b) deposit accounts that have balances of no more than $250,000 individually or $1,000,000
in the aggregate for any period of thirty (30) consecutive days.


 


“Excluded
Assets” means, collectively:


 


(1) any
fee-owned real property that does not constitute Material Real Property and all leasehold interests in real property;


 






    	 	20	 



     


    

 


(2) any “intent
to use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C.
 § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
 “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the
extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the
validity or enforceability of any registration that issues from such intent to use application under applicable federal law;


 


(3) assets in respect
of which pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements with any
U.S. governmental authority (other than to the extent that such prohibition would be rendered ineffective pursuant to Sections
9 406, 9 407, 9 408, 9 409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law);
provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, such assets shall automatically
cease to constitute Excluded Assets;


 


(4) margin
stock (within the meaning of Regulation U issued by the Federal Reserve Board);


 


(5) Equity Interests
in any entity other than wholly-owned Material Subsidiaries and, to the extent not requiring the consent of one or more unaffiliated
third parties or prohibited by the terms of any applicable organizational documents, joint venture agreement or shareholders’
agreement, other Material Subsidiaries and joint ventures;


 


(6) letter of credit
rights with a value of less than $5,000,000 (other than to the extent the security interest in such letter of credit right may
be perfected by the filing of UCC financing statements) and commercial tort claims with a value of less than $5,000,000;


 


(7) any lease, license,
capital lease obligation or other agreement or any property subject to a purchase money security interest, similar agreement or
other contractual restriction to the extent that a grant of a security interest therein would violate or invalidate such lease,
license, capital lease obligation or agreement or purchase money arrangement or other contraction restriction or create a right
of termination in favor of any other party thereto (other than the Company or a Guarantor) (other than (x) proceeds and receivables
thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (y) to the
extent that any such term has been waived or (z) to the extent that any such term would be rendered ineffective pursuant
to Sections 9 406, 9 407, 9 408, 9 409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable
law); provided that, immediately upon the ineffectiveness, lapse or termination of any such term, such assets shall automatically
cease to constitute Excluded Assets;


 


(8) any foreign assets (including
foreign intellectual property) (other than pledges of the Applicable Pledge Percentage of the issued and outstanding Equity Interests
in any First Tier Foreign Subsidiary which is a Material Foreign Subsidiary as contemplated by this Agreement) or credit support;


 






    	 	21	 



     


    

 


(9) those assets as to which the Company
determines in good faith in a writing delivered to the Collateral Trustee that the cost of obtaining such a security interest
or perfection thereof are excessive in relation to the benefit to the Priority Lien Secured Parties of the security to be afforded
thereby; provided that any asset that is an “Excluded Asset” pursuant to the ABL Facility and/or the ABL Collateral
Documents shall constitute an “Excluded Asset” under the security agreement dated as of the Issue Date among the Company,
the Collateral Trustee and certain other grantors;


 


(10) any aircrafts and aircraft engines;
and


 


(11) Excluded Accounts.


 


Notwithstanding the foregoing, “Excluded
Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds,
products, substitutions or replacements would otherwise constitute Excluded Assets).


 


“Excluded
Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from:


 


(a)          contributions
to its common equity capital; and


 


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


 


in each case as designated as Excluded Contributions pursuant
to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold,
as the case may be, which are excluded from the calculation set forth in clause (4)(C) of Section 10.08(a).


 


“Excluded Domestic Subsidiary”
means (a) any Domestic Subsidiary whose Equity Interests are owned directly or indirectly by a CFC and (b) any Domestic
Foreign Holdco Subsidiary.


 


“Excluded Foreign Subsidiary”
means a Foreign Subsidiary which is (a) a CFC or (b) a direct or indirect Foreign Subsidiary owned by a CFC or Domestic
Foreign Holdco Subsidiary.


 


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


 


“First Lien Claimholders”
means the holders of any Fixed Asset Obligations.


 


“First Tier Foreign Subsidiary”
means each Foreign Subsidiary with respect to which any one or more of the Company and its Domestic Subsidiaries directly owns
more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.


 


“Fixed Asset Obligations”
means, collectively, the Permitted Notes Obligations and any Additional Fixed Asset Obligations (as such term is used in the Intercreditor
Agreement).


 






    	 	22	 



     


    

 


“Fixed Asset Secured Parties”
means the Permitted Notes Secured Parties and any Parity Lien Secured Parties.


 


“Fair
Share” has the meaning specified in Section 12.05.


 


“Fair
Share Contribution Amount” has the meaning specified in Section 12.05.


 


“Fall-Away
Period” has the meaning specified in Section 10.19(b).


 


“Fixed
Charge Coverage Ratio” means, with respect to any Person for any period, the ratio
of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.
In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems,
retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility that has been permanently
repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or
simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
guarantee, redemption, retirement or extinguishing of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred at the beginning of the applicable four-quarter period (the “reference period”).


 


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


 


For
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made
in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include, without
duplication, adjustments appropriate to reflect operating expense reductions and other operating improvements or synergies, in
each case that have occurred prior to the Calculation Date or are reasonably expected to occur within 24 months of the Calculation
Date, in the reasonable judgment of the chief financial officer of the Company in good faith (regardless of whether those cost
savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X
promulgated under the 1933 Act or any other regulation or policy of the SEC related thereto);
provided that (i) such net cost savings, initiatives, improvements and synergies are reasonably identifiable and quantifiable
and (ii) the aggregate amount of net cost savings, initiatives, improvements and synergies added back in respect of any period
of four consecutive fiscal quarters shall not exceed 25% of EBITDA (as calculated before giving effect to such addbacks).


 






    	 	23	 



     


    

 


If the Company so elects,
pro forma effect shall be given to any entity, division, plant, unit or line of business that commenced and completed at least
one full fiscal quarter of operations during such reference period as if such entity, division, plant, unit or line of business
had commenced commercial operations on the first day of such reference period and such pro forma calculation shall be based on
the annualized results of commercial operations of such entity, plant, unit, division or line of business since the date it so
commenced commercial operations.


 


When calculating the availability
under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition, the Calculation
Date of such basket or ratio and determination as to whether any Default or Event of Default shall have occurred and be continuing
may, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into
and, if the Company so elects, such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited
Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness
and the use of proceeds thereof) as if they occurred at the beginning of the applicable reference period for purposes of determining
the ability to consummate any such Limited Condition Acquisition (and not for purposes of any availability, subsequent to the
consummation of such Limited Condition Acquisition, of any basket or ratio), and, for the avoidance of doubt, (x) if any
of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA
or Consolidated Total Assets of the Company or the target company) subsequent to such Calculation Date at or prior to the consummation
of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of
such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such
baskets or ratios need not be tested at the time of consummation of such Limited Condition Acquisition or related transactions;
provided, however, that if the Company elects to have such Calculation Date and determination occur at the time of entry into
such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall
be deemed to have occurred on the date the definitive agreements are entered into for purposes of calculating any baskets or ratios
under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition.


 


Notwithstanding anything to the contrary
herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued,
any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio,
Secured Net Leverage Ratio or Total Net Leverage Ratio, such ratio(s) shall be calculated with respect to such incurrence,
issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket
based on the Fixed Charge Coverage Ratio, Secured Net Leverage Ratio or Total Net Leverage Ratio) on the same date. Each item
of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction
undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed
Charge Coverage Ratio, Secured Net Leverage Ratio or Total Net Leverage Ratio test.


 






    	 	24	 



     


    

 


If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the Calculation Date had been the applicable rate
for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a
responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed
based upon the average daily balance of such Indebtedness during the applicable
period. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other
rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen
as the Company may designate.


 


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


 


(a)          Consolidated
Interest Expense of such Person for such period,


 


(b)          all
cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock made during such period,
and


 


(c)          all
cash dividend payments (excluding items eliminated in consolidation) on any
series of Disqualified Stock made during such period;


 


provided,
however, that, notwithstanding the foregoing, any charges arising from (i) the
application of Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities
from Equity—Overall—Recognition” to
any series of Preferred Stock other than Disqualified Stock or (ii) the application
of Accounting Standards Codification Topic 470-20 “Debt—Debt
with Conversion Options—Recognition,” in each case,
shall be disregarded in the calculation of Fixed Charges.


 


“Fixtures” has the meaning
specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9 thereof.


 


“Foreign
Subsidiary” means a Subsidiary that is organized under the laws of
a jurisdiction other than the United States or any state thereof or the District of Columbia.


 


“Funding
Guarantor” has the meaning specified in Section 12.05.


 






    	 	25	 



     


    

 


“GAAP” means generally
accepted accounting principles in the United States of America that are applicable to the Company as of the Issue Date. At any
time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election,
references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided
that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal
quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance
with GAAP; provided, further, that any term phrased in a manner customary under GAAP shall be interpreted to refer to the equivalent
accounting or financial concept under IFRS and, if there is no such equivalent accounting or financial concept, shall be interpreted
in a manner that best approximates the effect that such term would have if it were construed in accordance with GAAP as in effect
on the Issue Date.


 


“Government
Securities” means securities that are:


 


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


 


(b)          obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which,
in either case, are not callable or redeemable at the option
of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities, or a specific payment of principal of or interest
on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such depository receipt.


 


“Grantor”
means each of, and “Grantors” means collectively, the Company and each Subsidiary of the Company that shall have granted
any Lien in favor of the Collateral Trustee on any of its assets or properties to secure any of the Permitted Notes Obligations.


 


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


 


“Guarantee”
means the guarantee by any Guarantor of the Indenture Obligations.


 


“Guarantor”
means any Restricted Subsidiary of the Company that executes this Indenture as a guarantor on the Issue Date and each other
Restricted Subsidiary of the Company that thereafter guarantees the Notes pursuant to the terms of this Indenture; provided, however,
that upon the release or discharge of such Restricted Subsidiary from its Guarantee in accordance with this Indenture, such Restricted
Subsidiary will cease to be a Guarantor.


 


“Hedge
Agreement” means any agreement governing Hedging Obligations.


 






    	 	26	 



     


    

 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under currency exchange, interest
rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest
rate or commodity collar agreements and other agreements or arrangements pursuant to a Hedge Agreement, in each case designed
to manage fluctuations in currency exchange, interest rates or commodity prices. For the avoidance of doubt, any Permitted Convertible
Indebtedness Call Transaction will not constitute Hedging Obligations.


 


“Holder”
means the Person in whose name a Note is registered on
the books of the Note Registrar.


 


“IFRS”
means the International Financial Reporting Standards, as promulgated by the International
Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, if any, by the Company
to change GAAP to IFRS; provided that IFRS shall not include any provision of such
standards that would require a lease that would be classified as an operating lease under GAAP to be classified as indebtedness
or a finance or capital lease.


 


“Increased
Amount” has the meaning specified in Section 10.10(c).


 


“incur”
has the meaning specified in Section 10.09.


 


“incurrence”
has the meaning specified in Section 10.09.


 


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


 


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


 


(1)          in
respect of borrowed money;


 


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


 


(3)          representing
the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such
balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course
of business; or


 


(4)          representing
any Hedging Obligations, in each case to the extent not otherwise included in this definition;


 


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


 


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


 






    	 	27	 



     


    

 


(c)          to
the extent not otherwise included, the obligations of the type referred to in clause (a) of another Person secured by a Lien
on any asset owned by such Person, whether or not such obligations are assumed by such Person and whether or not such obligations
would appear upon the balance sheet of such Person; provided that the amount of-such Indebtedness shall be the lesser of
the fair market value of such asset at the date of determination and the amount of Indebtedness so secured; and


 


(d)          Attributable
Debt in respect of Sale and Lease-Back Transactions;


 


provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations
incurred in the ordinary course of business, (B) Obligations under, or in respect of, Receivables Facilities, (C) any
operating leases as such an instrument would be determined in accordance with GAAP on the date of this Indenture, (D) in
connection with the purchase by the Company or its Restricted Subsidiaries of any business, post-closing payment adjustments to
which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment
depends on the performance of such business after the closing unless such payments are required under GAAP to appear as a liability
on the balance sheet (excluding the footnotes), (E) deferred or prepaid revenues, (F) any Capital Stock other than Disqualified
Stock, (G) purchase price hold-backs in respect of a portion of the purchase price of an asset to satisfy warranty or other
unperformed obligations of the respective seller. (H) any contingent obligations in respect of workers’ compensation
claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations
or social security or wage taxes, or (I) liabilities in respect of obligations (other than in connection with the borrowing
of money) related to standby letters of credit, performance guarantees, warranty guarantees, advanced payment guarantees, bid
guarantees or bonds or surety bonds provided by or at the request of the Company or any Restricted Subsidiary in the ordinary
course of business (whether or not secured) to the extent such letters of credit, guarantees or bonds are not drawn upon or, if
and to the extent drawn upon are honored in accordance with their terms and if, to be reimbursed, are reimbursed no later than
30 days following receipt by such Person of a demand for reimbursement following payment on the letter of credit, guarantee or
bond; provided that if such amounts due are not reimbursed on or prior to 30 days following receipt by such Person of a demand
for reimbursement, then such amounts due shall become Indebtedness incurred on the date such amounts became due.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof.


 


“Indenture
Obligations” means the Obligations of the Company
and any other obligor under this Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any,
and interest when due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement
of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the applicable
agreement whether or not a claim for post-petition interest is allowed in such proceeding), and all other amounts due or to become
due under or in connection with this Indenture, the Notes, the Guarantees and the Security Documents and the performance of all
other obligations to the Trustee, the Collateral Trustee and the Holders under this Indenture, the Notes, the Guarantees and the
Security Documents, according to the respective terms thereof.


 






    	 	28	 



     


    

 


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


 


“Initial
Notes” has the meaning stated in the first recital
of this Indenture.


 


“Initial
Purchasers” has the meaning specified in the
Appendix.


 


“Instrument”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 


“Insolvency
or Liquidation Proceeding” means:


 


(1) any case commenced
by or against any Grantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Grantor, any receivership
or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or
its creditors, as such, in each case whether or not voluntary;


 


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


 


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


 


“Intellectual
Property” means all intellectual property of a Person including (a) inventions, designs,
patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information,
customer lists, know-how, software, and databases; (b) all embodiments or fixations thereof and all related documentation,
applications, registrations, and franchises; (c) all licenses or other rights to use any of the foregoing; and (d) all
books and records relating to the foregoing.


 


“Intercompany
Loan” shall mean a debt owed at any time to a Grantor by a Grantor or any affiliate of
a Grantor, whether resulting from an extension of credit or otherwise, whether secured or unsecured, and irrespective of the currency
in which such debt is owed.


 






    	 	29	 



     


    

 


“Intercreditor
Agreement” means that certain Lien Subordination and Intercreditor Agreement, dated
as of the Issue Date, by and among the Collateral Trustee, JPMorgan Chase, N.A., as ABL Administrative
Agent, the Company and the Guarantors, as it may be amended from time to time.


 


“Interest
Payment Date” means the Stated Maturity of an installment of interest on the Notes. The first Interest Payment
Date with respect to Notes issued on the Issue Date shall be January 15, 2021.


 


“Investment
Grade Rating” has the meaning specified in Section 10.19.


 


“Investment
Grade Securities” means:


 


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


 


(2)          debt
securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the
equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and its Subsidiaries;


 


(3)          investments
in any fund that invests exclusively in investments of the type set forth in clauses (1) and (2), which fund may also hold
immaterial amounts of cash pending investment or distribution; and


 


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


 


“Investments”
 means, with respect to any Person, all investments by such Person in other Persons (including
Affiliates) in the form of loans (including guarantees), advances or capital contributions (including by means of any transfer
of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts
receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case
made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet
(excluding the footnotes) of such Person in the same manner as the other investments included
in this definition to the extent such transactions involve the transfer of cash or other property.
For purposes of the definition of “Unrestricted Subsidiary” and Section 10.08:


 






    	 	30	 



     


    

 


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


 


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


 


(y)          the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of
such Subsidiary at the time of such redesignation; and


 


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


 


The
amount of any Investment outstanding at any time shall be the original amount of such Investment, reduced by any dividend, distribution,
interest payment, return of capital, repayment or other amount received by the Company or
a Restricted Subsidiary in respect of such Investment.


 


“Issue
Date” means July 8, 2020.


 


“Junior Obligations”
will mean (a) with respect to any Priority ABL Collateral, all Fixed Asset Obligations and (b) with respect to any Priority
Fixed Asset Collateral, all Permitted ABL Obligations.


 


“Junior Representative”
will mean (a) with respect to any Permitted ABL Obligations or any Priority ABL Collateral, the Collateral Trustee and (b) with
respect to any Fixed Asset Obligations or any Priority Fixed Asset Collateral, the ABL Administrative Agent.


 


“Junior Secured
Parties” will mean (a) with respect to the Priority ABL Collateral, all Permitted Notes Secured Parties and (b) with
respect to the Priority Fixed Asset Collateral, all ABL Secured Parties.


 


“Legal
Defeasance” has the meaning specified in Section 13.02.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions are not
required to be open in the State of New York, or with respect to payments on the Notes, in
the place of payment.


 


“Letter-of-Credit
Right” has the meaning specified in the UCC, and if defined in more than one Article of
the UCC, the meaning given in Article 9 thereof.


 


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


 






    	 	31	 



     


    

 


“Limited
Condition Acquisition” means any Investment or acquisition, in each case, by the Company
or any Restricted Subsidiary of the Company whose consummation is not conditioned on the availability of, or on obtaining, third-party
financing for such Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or
the acquisition of Capital Stock or otherwise) as applicable.


 


“Material Foreign Subsidiary”
means each Foreign Subsidiary that constitutes a Material Subsidiary.


 


“Material
Real Property” means real property located in the United States with a book value (as reflected
in the financial statements delivered pursuant to the covenant titled “Reports and Other Information”) of more than
$10.0 million that is owned by the Company or any Domestic Subsidiary that is the Company or a Guarantor.


 


“Material Subsidiary”
means each Subsidiary (i) which, as of the most recent fiscal quarter of the Company during the most recently ended four
full fiscal quarters for which internal financial statements are available, contributed greater than five percent (5%) of the
Company’s EBITDA for such period or (ii) which contributed greater than five percent (5%) of Consolidated Total Assets
as of such date; provided that, if at any time the aggregate amount of EBITDA or Consolidated Total Assets attributable to all
Subsidiaries that are not Material Subsidiaries exceeds twenty percent (20%) of EBITDA for any such period or twenty percent (20%)
of Consolidated Total Assets as of the end of any such fiscal quarter, the Company shall designate sufficient Subsidiaries as
 “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall constitute Material Subsidiaries.


 


“Mortgaged
Properties” mean the Company or any Guarantor’s fee or leasehold interest in the
Material Real Property, together with all buildings, fixtures, improvements and personal property located thereon, and all proceeds
of any of the foregoing.


 


“Mortgages”
means, as applicable, the first priority (subject to Permitted Liens) mortgages, deeds of trust, deeds to secure debt or other
similar security instruments to be duly executed and delivered on or prior to the deadline indicated on in Section 15.08
(each as amended, restated, supplemented or otherwise modified from time to time) entered into by the Company or any Guarantor,
encumbering the Company’s or such Guarantor’s Mortgaged Properties in favor of the Collateral Trustee, for its benefit
and the benefit of the Trustee and the holders of the Securities, evidencing the first priority lien (subject to Permitted Liens)
on such Mortgaged Properties that secure the Secured Obligations.


 


“Maturity,”
when used with respect to any Note, means the date on which
the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.


 


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


 






    	 	32	 



     


    

 


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


 


“Net
Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect
of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received
in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Noncash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions,
any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes
or repatriation costs paid or payable as a result thereof (after taking into account any available tax or other credits or deductions
and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest
on Indebtedness required (other than by Section 10.16(b)(1)) and 10.16(c)(1) to be paid as a result of such transaction
and any deduction of appropriate amounts to be provided by the Company or a Restricted Subsidiary as a reserve in accordance with
GAAP against any liabilities associated with the asset disposed of in such transaction and
retained by the Company or a Restricted Subsidiary after such sale or other disposition thereof,
including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.


 


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


 


“Note
Liens” means all Liens in favor of the Collateral Trustee for its benefit and
for the benefit of the Trustee, the Holders of the Notes and holders of any Parity Lien Notes Debt
on Collateral securing the Indenture Obligations and any Parity Lien Notes Debt.


 


“Note
Register” and “Note Registrar” have the respective meanings specified in Section 3.04.


 


“Notes”
means any 6.250% Senior Secured Notes due 2028 of the Company authenticated and delivered
under this Indenture. The Initial Notes and any Additional Notes shall be treated as a single
class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote and
consent together as one class on all matters with respect to the Notes (except that any series of Notes that is not fungible with
the Initial Notes for U.S. federal income tax purposes may be treated for purposes of provisions of this Indenture relating to
transfer and exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. federal
income tax law and will be assigned a different CUSIP or other identification number), and unless the context otherwise requires,
all references to the Notes shall include the Initial Notes and any Additional Notes.


 


“Obligations”
means any principal (including reimbursement obligations with respect to letters of credit
whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement
of any insolvency or liquidation proceeding at the rate, including any applicable post-default
rate, specified in the applicable agreement whether or not a claim for post-petition interest is allowed in such proceeding),
premium (if any), guarantees of payment, fees, indemnifications, reimbursements, expenses, damages and other liabilities payable
under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include
fees or indemnification in favor of third parties other than the Trustee, the Collateral Trustee and the Holders.


 






    	 	33	 



     


    

 


“Offering
Memorandum” means the Offering Memorandum dated June 30, 2020 relating to the Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,
any Executive Vice President, Senior Vice President or Vice President, Treasurer, Controller or the Secretary of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by one Officer of the Company, who must be the
principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company,
that meets the requirements set forth in this Indenture.


 


“Opinion
of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.
Opinions of Counsel required to be delivered under this Indenture may have assumptions, exclusions and qualifications customary
for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or government
or other officials customary for opinions of the type required, including certificates certifying as to matters of fact, including
that various covenants have been complied with.


 


“Outstanding,”
when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:


 


(1)          Notes
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)          Notes,
or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)          Notes,
except to the extent provided in Section 13.02 and 13.03, with respect to which the Company has effected Legal Defeasance
or Covenant Defeasance as provided in Article Thirteen;
and


 


(4)          Notes
which have been paid pursuant to this Indenture or in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to Section 3.05, other than any
such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held
by a Protected Purchaser in whose hands the Notes are valid obligations of the Company;


 






    	 	34	 



     


    

 


provided,
however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any
request, demand, authorization, direction, consent, notice or waiver hereunder, Notes owned by the Company or any Guarantor or
by any Person directly or indirectly controlled by the Company or any Guarantor, shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded.


 


“Parity Lien” means
a Lien granted, or purported to be granted, by a Collateral Document to the Collateral Trustee, at any time, upon any property
of any Grantor to secure Parity Lien Notes Obligations.


 


“Parity Lien Collateral Documents”
means all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements,
control agreements or other grants or transfers for security executed and delivered by any Grantor creating (or purporting to
create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any of the Parity Lien Secured Parties,
in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with
its terms and the Collateral Trust Agreement. In no event shall “Parity Lien Collateral Documents” refer to or include
any document to which the Collateral Trustee is not a party as collateral trustee, collateral agent or similar title or, with
the knowledge of the Collateral Trustee, a named beneficiary of a document or instrument which the Company or any other Grantor
is required to deliver or cause to be delivered pursuant to a Collateral Document.


 


“Parity Lien Notes Debt”
means any Indebtedness (excluding Permitted ABL Debt) that is secured by (or is secured equally and ratably with) Parity Liens
securing Obligations in respect of a Series of Parity Lien Notes Debt, in each case that was permitted to be incurred and
so secured under each applicable Permitted Notes Document; provided that either:


 


(a) such Indebtedness is permitted
by the Indenture; or


 


(b) such Indebtedness is Refinancing
Indebtedness the entire net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire
or retire any such Permitted Notes Debt (or to pay related fees, expenses, premiums and accrued interest);


 


provided further, that:


 


(a) on or before the date on which
such Indebtedness is incurred by the Grantors, such Indebtedness is designated by the Company, in an additional permitted notes
debt designation executed and delivered in accordance with the Collateral Trust Agreement, as “Parity Lien Notes Debt”
for the purposes of the Permitted Notes Documents; provided, that no Indebtedness may be designated as both Parity Lien Notes
Debt and Priority Lien Notes Debt;


 


(b) unless such Indebtedness is issued
under an existing Permitted Notes Document for any Series of Parity Lien Notes Debt whose Parity Lien Representative is already
party to the Collateral Trust Agreement, the Parity Lien Representative for such Indebtedness executes and delivers a collateral
trust joinder in accordance with the Collateral Trust Agreement;


 






    	 	35	 



     


    

 


(c) such Indebtedness is governed
by an indenture, credit agreement or other agreement that includes a lien sharing and priority confirmation contemplated by the
Collateral Trust Agreement; and


 


(d) all requirements set forth in
Collateral Trust Agreement have been complied with (the satisfaction of which will be conclusively established if the Company
delivers an officer’s certificate to the Permitted Notes Representatives and the Collateral Trustee stating that such requirements
and other provisions of the Collateral Trust Agreement have been satisfied and that such Indebtedness is “Parity Lien Notes
Debt” under the Permitted Notes Documents).


 


“Parity Lien Notes Obligations”
means Parity Lien Notes Debt and all other Obligations in respect thereof including, without limitation interest and premium (if
any) (including post-petition interest whether or not allowable), and all guarantees of any of the foregoing.


 


“Parity Lien Representative”
means, in the case of any Series of Parity Lien Notes Debt, the trustee, agent or representative of the holders of such Series of
Parity Lien Notes Debt who maintains the transfer register for such Series of Parity Lien Notes Debt and (A) is appointed
as a Parity Lien Representative (for purposes related to the administration of the Parity Lien Collateral Documents) pursuant
to the indenture, credit agreement or other agreement governing such Series of Parity Lien Notes Debt, together with its
successors in such capacity, and (B) who has executed a collateral trust joinder contemplated by the Collateral Trust Agreement.


 


“Parity Lien Secured Parties”
means the holders of Parity Lien Notes Obligations and each Parity Lien Representative.


 


“Permitted ABL Debt”
means Indebtedness of Grantors under a Credit Facility (including letters of credit and reimbursement obligations with respect
thereto) as in effect on the date of incurrence or the date of execution of the relevant document in respect of the Credit Facility
(whether or not the amounts thereunder are actually drawn on such date), not to exceed the amount permitted to be incurred under
this Indenture and each other applicable Secured Debt Document); provided that, in the case of any Indebtedness incurred
under a Credit Facility other than the ABL Facility:


 


(1) on or before the date on which
such Indebtedness is incurred by the Grantors, such Indebtedness is designated by the Grantors, as “Additional Debt”
in a designation executed and delivered in accordance with the Intercreditor Agreement (it being understood that no series of
Indebtedness may be designated as both Permitted ABL Debt and Permitted Notes Debt);


 


(2) the Permitted ABL Representative
on behalf of all holders of such Permitted ABL Debt for the enforceable benefit of each existing and future Collateral Trustee
and each existing and future holder of Permitted Liens executes and delivers an agreement in accordance with the Intercreditor
Agreement; and


 


(3) all other requirements set forth
in the Intercreditor Agreement have been complied with.


 


For the avoidance of doubt it is understood
and agreed that the ABL Facility is “revolving” in nature and the amounts thereunder can be drawn, repaid and redrawn.


 






    	 	36	 



     


    

 


“Permitted ABL Documents”
means, collectively, (a) the ABL Facility, (b) the ABL Collateral Documents, (c) if the ABL Facility is no longer
outstanding, any other indenture, credit agreement or other agreement pursuant to which any Permitted ABL Debt is incurred and/or
established and (d) the related security documents with respect to the foregoing.


 


“Permitted ABL Liens”
means any Lien in favor of the ABL Administrative Agent or any ABL Secured Party, including any Lien granted by an ABL Collateral
Document to the ABL Administrative Agent, at any time, upon any property of any Grantor, in each case, only to the extent securing
Permitted ABL Obligations.


 


“Permitted ABL Obligations”
means the Permitted ABL Debt and all other obligations in respect thereof, subject to the Intercreditor Agreement, and shall include
all principal, interest, fees and other amounts payable in connection therewith (including all interest and fees that, but for
the filing of a petition in an Insolvency or Liquidation Proceeding with respect to any Grantor, would have accrued on any such
obligations, whether or not a claim is allowed against such Grantor in such Insolvency or Liquidation Proceeding).


 


“Permitted ABL Representative”
means:


 


(1) in the case of the ABL Facility,
the ABL Administrative Agent; and


 


(2) in the case of any other Series of
Permitted ABL Debt, solely to the extent that the ABL Facility is no longer outstanding, the trustee, agent or representative
of the holders of such Series of Permitted ABL Debt who maintains the transfer register for such Series of Permitted
ABL Debt and is appointed as a representative of the Permitted ABL Debt (for purposes related to the administration of the ABL
Collateral Documents) pursuant to the credit agreement or other agreement governing such Series of Permitted ABL Debt.


 


“Paying
Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal
of (and premium, if any) or interest on any Notes on behalf of the Company.


 


“Permitted
Additional Pari Passu Obligations” means obligations under any Additional Notes or any other Indebtedness (whether
or not consisting of Additional Notes but excluding the Notes issued on the Issue Date) secured by the Note Liens in an aggregate
principal amount not to exceed the sum of (x) $150.0 million plus (y) an additional amount such that, as of the date
such Permitted Additional Pari Passu Obligations were Incurred, and after giving pro forma effect thereto and the application
of the net proceeds therefrom, the Secured Net Leverage Ratio of the Company would not exceed 3.00 to 1.00; provided, that (A) the
applicable representative with respect to such Permitted Additional Pari Passu Obligation executes a joinder agreement to the
Collateral Trust Agreement in the relevant form attached thereto agreeing to be bound thereby and (B) the Company has designated
such Indebtedness as “Additional Fixed Asset Obligations” under the Intercreditor Agreement and has appropriately
designated such Indebtedness pursuant to a “Designation” under the Collateral Trust Agreement.


 


“Permitted
Asset Swap” means the substantially concurrent purchase and sale or exchange of Related
Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted
Subsidiaries and another Person that is not the Company or any of its Restricted Subsidiaries; provided that any cash or
Cash Equivalents received must be applied in accordance with Section 10.16; provided further that the assets received
are pledged as Collateral as required and provided under the Security Documents (except, in the case
of Priority ABL Collateral, to the extent the Lien thereon is released by the lenders under the ABL Facility) to the extent that
(and with the same priority as) the assets disposed of constituted Collateral.


 






    	 	37	 



     


    

 


“Permitted Bond Hedge Transaction”
means any call or capped call option (or substantively equivalent derivative transaction) on the Company’s common stock
purchased by the Company in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for
such Permitted Bond Hedge Transaction, less the proceeds received by the Company from the sale of any related Permitted Warrant
Transaction, does not exceed the net proceeds received by the Company from the sale of such Convertible Indebtedness issued in
connection with the Permitted Bond Hedge Transaction.


 


“Permitted
Collateral Liens” means “Permitted Liens” other than Liens
set forth under clauses (7), (8), (9), (17) (in relation to Liens otherwise set forth in the clauses (8) and (9) of
the definition of “Permitted Liens”), (18), (19) and (27) (as it relates to any of the foregoing, to the extent such
Lien is junior or pari passu to the Liens securing the Notes and the Guarantees) of
the definition thereof, in each case to the extent and for
so long as the documentation relating to any such Liens prohibit such assets from being Collateral and only for so long as such
Liens remain outstanding.


 


“Permitted Convertible Indebtedness
Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.


 


“Permitted
Debt” has the meaning specified in Section 10.09(b).


 


“Permitted
Holders” means members of senior management of the Company (or its direct or indirect parent) on the Issue Date
(the “Management Investors”); provided, that the Management Investors, collectively, have beneficial
ownership of at least 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent
companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a
Change of Control Offer is made in accordance with the requirements of this Indenture shall thereafter, together with its Affiliates,
constitute an additional Permitted Holder.


 


“Permitted Investments”
means:


 


(a)          (i) any
Investment in the Company or any Restricted Subsidiary that is a Guarantor and (ii) any Investment (including by way of capital
contributions) in the Company or any Restricted Subsidiary that is not a Guarantor; provided, in the case of clause (ii),
that the aggregate amount of Investments made by the Company or any Restricted Subsidiary in any Restricted Subsidiary that is
not a Guarantor in reliance on this clause (a), shall not exceed the greater of (x) $50.0 million and (y) 3.0%
of Consolidated Total Assets;


 


(b)          any
Investment in cash and Cash Equivalents or Investment Grade Securities;


 






    	 	38	 



     


    

 


(c)          (i) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person that is engaged in a Similar Business if as a result
of such Investment:


 


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


 


(2)          such
Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers
or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company (which
shall be the Company or a Guarantor, to the extent such Person is a wholly owned Domestic Subsidiary); and


 


(ii)          any
Investment held by such Person at the time such Person becomes a Restricted Subsidiary or is merged, consolidated or amalgamated
with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary
of the Company, in each case, not created in anticipation thereof;


 


(d)          any
Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in
connection with an Asset Sale made pursuant to the provisions of Section 10.16 or any other disposition of assets not constituting
an Asset Sale;


 


(e)          any
Investment existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date,
and any extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment
other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities,
in each case, pursuant to the terms of such Investments as in effect on the Issue Date;


 


(f)           loans
and advances to, and guarantees of Indebtedness of, directors,
officers, employees, managers or consultants of the Company (or any of its direct or indirect parent companies) or a Restricted
Subsidiary not in excess of $5.0 million outstanding at any one time, in the aggregate;


 


(g)          any
Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in
the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration
or other disputes;


 


(h)          any
Investment acquired by the Company or any Restricted Subsidiary.


 


(1)          (x) in
exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with
or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made
or which is the obligor with respect to such accounts receivable or (y) in good faith settlement of delinquent obligations
of, and other disputes with, customers, trade debtors, licensors, licensees and suppliers arising in the ordinary course of business;
or


 






    	 	39	 



     


    

 


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


 


(i)           Hedging
Obligations permitted under Section 10.09(b)(10);


 


(j)           Reserved.;


 


(k)          Investments
the payment for which consists of Equity Interests of the Company, or any of its direct or indirect parent companies (exclusive
of Disqualified Stock); provided that such Equity Interests shall not increase the amount available for Restricted Payments
under clause (4)(C) of Section 10.08(a);


 


(l)           guarantees
of Indebtedness of the Company and the Restricted Subsidiaries permitted under Section 10.09 and performance guarantees in
the ordinary course of business;


 


(m)         any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 10.11(b) (except
transactions set forth in clauses (2), (6), (10) and (16) of Section 10.11(b));


 


(n)          Investments
consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons;


 


(o)          Investments
relating to a Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date,
such Investments are necessary or advisable (in the good faith
determination of the Company) to effect such Receivables Facility;


 


(p)          additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (p) that
are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash or marketable securities), not to exceed the greater of (x) $75.0 million and (y) 3.5% of
Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect
to subsequent changes in value);


 


(q)          Investments
in joint ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause
(q) that are at that time outstanding, not to exceed the greater of (x) $75.0 million
and (y) 3.5% of Consolidated Total Assets (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value);


 


(r)           advances,
loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance
guarantees, in each case in the ordinary course of business;


 


(s)          the
acquisition of assets or Capital Stock solely in exchange for the issuance of common Equity Interests of the Company;


 






    	 	40	 



     


    

 


(t)          prepaid
expenses incurred in the ordinary course of business;


 


(u)          guarantees
by the Company or any of its Restricted Subsidiaries of operating leases or of other obligations that do not constitute Indebtedness,
in each case in the ordinary course of business;


 


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


 


(w)          to
the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with (i) disposition
that is not an Asset Sale or (ii) an acquisition of any business, assets or a Subsidiary not prohibited by this Indenture;


 


(x)          any
Investments in Unrestricted Subsidiaries, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds
of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities,
not to exceed (as of the date such Investment is made, $15.0 million (with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value));


 


(y)          any
Investments; provided, after giving pro forma effect thereto for the most recently ended four full fiscal quarters for which internal
financial statements are available, the Total Net Leverage Ratio would be no greater than 3.50 to 1.00; and


 


(z)          Permitted
Bond Hedge Transactions which constitute Investments.


 


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


 


(1)          Liens
to secure Indebtedness incurred under Section 10.09(b)(1), (10) and (22) (and, in each case, any related Obligations);
provided that any such Lien on Priority Fixed Assets Collateral pursuant to clause (a)(i) thereof or in respect of
Obligations with respect to the ABL Facility in the cause of clauses (j) and (y), shall be secured on a junior basis to the
Liens securing the Notes and the Guarantees pursuant to the terms of the Intercreditor Agreement;


 


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


 


(3)          Liens
imposed by law, such as landlords’, carriers’, warehousemen’s and mechanics’ Liens and other similar Liens,
in each case, for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review, if adequate reserves with respect thereto are maintained on the books of such
Person in accordance with GAAP;


 






    	 	41	 



     


    

 


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


 


(5)          Liens
to secure the performance of tenders, completion guarantees, statutory obligations, surety, environmental or appeal bonds, bids,
leases, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;


 


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


 


(7)          Liens
existing on the Issue Date (other than those set forth under clauses (1) and
(32) hereof);


 


(8)          Liens
on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not
created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided,
further, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary (other
than the proceeds or products of such property or shares of stock or improvements thereon);


 


(9)          Liens
on property at the time the Company or a Restricted Subsidiary
acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition;
provided, further, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary
(other than the proceeds or products of such property or shares of stock or improvements thereon)


 


(10)        Liens
on assets (other than Collateral, except to the extent such Liens are junior to the Liens securing the Notes and the Guarantees)
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary (other
than a Receivables Subsidiary) permitted to be incurred in accordance with Section 10.09;


 


(11)        Liens
on 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;


 






    	 	42	 



     


    

 


(12)        leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights)
entered into in the ordinary course of business which do not secure any Indebtedness;


 


(13)        Liens
arising from financing statement filings under the UCC or similar state laws regarding (i) operating leases entered into
by the Company and its Restricted Subsidiaries in the ordinary course of business and (ii) goods consigned or entrusted to
or bailed with a Person in connection with the processing,
reprocessing, recycling or tolling of such goods;


 


(14)        Liens
on assets (other than Collateral, except to the extent such Liens are junior to the Liens securing the Notes and the Guarantees)
in favor of the Company or any Guarantor;


 


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


 


(16)        Liens
on accounts receivable and related assets incurred in connection with a Receivables Facility;


 


(17)        Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals
or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in
the foregoing clauses (7), (8) and (9) and the following clauses (18), (32) and (33); provided
that (w) such new Lien shall have the same priority as the original Lien, (x) such new Lien shall be limited to
all or part of the same property that secured the original Lien (plus proceeds or products
of such property or improvements on such property), (y) the Indebtedness secured by such Lien at such time is not increased
to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness
set forth under the foregoing clauses (7), (8), (9) and the following clauses (18), (32) and (33) at the time
the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any accrued and unpaid
interest and any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement
and (z) any refinancing, refunding, extension, renewal, amendment or replacement (or successive refinancing, refunding,
extensions, renewals, amendments or replacements) of any Indebtedness secured by a Lien referred to in clause (32) and (33) complies
with sub-clauses (A) and (B) of Section 10.09(b)(14);


 


(18)        Liens
securing Indebtedness permitted to be incurred pursuant to clauses (4), (17) and (19)
of Section 10.09(b); provided that (A) Liens securing Indebtedness permitted
to be incurred pursuant to Section 10.09(b)(17) are solely on acquired property or assets of the acquired entity (and proceeds
or products of such property or assets or improvements of such property or assets), as the case may be, and (B) Liens securing
Indebtedness permitted to be incurred pursuant to Section 10.09(b)(19) extend only to the assets of Foreign Subsidiaries;


 


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


 






    	 	43	 



     


    

 


(20)        Liens
securing judgments for the payment of money not constituting an Event of Default under Section 5.01(5), so long as such Liens
are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings may be initiated has not expired;


 


(21)        Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation or exportation of goods in
the ordinary course of business;


 


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


 


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


 


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


 


(25)        Liens
deemed to exist in connection with Investments in repurchase
agreements permitted under Section 10.09; provided that such Liens do not extend to any assets other than those assets
that are the subject of such repurchase agreement;


 


(26)        other
Liens securing Obligations which Obligations at the time
outstanding do not exceed the greater of (x) $100.0 million and (y) 5.0% of Consolidated Total Assets;


 


(27)        Liens
securing Hedging Obligations;


 


(28)        restrictions
on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;


 


(29)        customary
options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships;


 


(30)        any
amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the
Company or any Restricted Subsidiary;


 


(31)        Liens
incurred in connection with Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse
arrangements, overdraft protections and similar arrangements in each case in connection with Deposit Accounts in the ordinary
course of business;


 






    	 	44	 



     


    





 


(32)            Liens
securing the Notes issued on the Issue Date and the related Guarantees;


 


(33)            (x) subject
to the Collateral Trust Agreement and the Intercreditor Agreement, Hedging Obligations that have been cash collateralized in an
amount not to exceed $10.0 million;


 


(34)            Liens
on the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness or other Obligations of such Restricted
Subsidiary permitted by this Indenture;


 


(35)            Liens
solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter
of intent or purchase agreement permitted hereunder;


 


(36)            
Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect
of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate
the purchase, shipment or storage of such inventory or goods; and


 


(37)            subject
to the Collateral Trust Agreement and the Intercreditor Agreement, Liens on the Collateral in favor of the Collateral Trustee,
which Liens secure Indebtedness in an aggregate principal amount not to exceed an amount such that as of the date such Liens were
incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Secured Net Leverage
Ratio of the Company would not exceed 3.00 to 1.00; provided, that (A) if applicable, Permitted Notes Representative with
respect to such Indebtedness executes a joinder agreement to the Collateral Trust Agreement in the relevant form attached thereto,
in each case, agreeing to be bound thereby, and (B) the Company has designated such Indebtedness as “Permitted Notes
Debt” for the purposes of the Secured Debt Documents under the Intercreditor Agreement and has appropriately designated
such Indebtedness pursuant to a “Designation” under the Collateral Trust Agreement.


 


To the extent provided to do so in the
Collateral Trust Agreement, upon delivery to the Collateral Trustee of an Officer’s Certificate requesting the same and
certifying that executing such document is permitted, the Collateral Trustee will enter into any subordination, non-disturbance,
easement, estoppel or similar document or agreement for the purpose of creating, acknowledging, or confirming any Lien (or the
priority thereof) otherwise permitted hereunder.


 


“Permitted Notes Collateral Documents”
means all security agreements, pledge agreements, mortgages, collateral assignments, deeds of trust and all other pledges, agreements,
financing statements, patent, trademark or copyright filings, mortgages or other filings or documents that create or purport to
create a Lien on the Collateral in favor of the Collateral Trustee and/or the Trustee (for the benefit of Holders of Notes and
other Permitted Notes Obligations), the Intercreditor Agreement and the Collateral Trust Agreement, in each case as they may be
amended from time to time, and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements
executed pursuant to the foregoing. In no event shall “Permitted Notes Collateral Documents” include or refer to any
document to which the Collateral Trustee is not a party as collateral trustee, collateral agent or similar title, or, with the
knowledge of the Collateral Trustee, a named beneficiary of a document or instrument which the Company or any other Grantor is
required to deliver or cause to be delivered pursuant to a Collateral Document or this Indenture.


 






    	 	45	 



     


    

 


“Permitted Notes Debt”
means:


 


(1)            the
Notes issued on the Issue Date and all other obligations under this Indenture owed to the Trustee and the Holders of the Notes;
and


 


(2)            any
other Indebtedness of the Grantors under any other Credit Facility (including Additional Notes but excluding Permitted ABL Debt)
that is secured by (or is secured equally and ratably with) either(i) Permitted Notes Liens constituting Parity Liens (as
defined in the Collateral Trust Agreement) securing Permitted Notes Obligations in respect of a Series of Permitted Notes
Debt constituting a Series of Parity Lien Notes Debt (as defined in the Collateral Trust Agreement) or (ii) Permitted
Notes Liens constituting Priority Liens (as defined in the Collateral Trust Agreement) securing Permitted Notes Obligations in
respect of a Series of Permitted Notes Debt constituting a Series of Priority Lien Notes Debt (as defined in the Collateral
Trust Agreement), in each case that was permitted to be incurred and so secured under each applicable Secured Debt Document (and
in any event not to exceed the amount permitted to be incurred under the ABL Facility); provided that:


 


(a)            if
the Permitted Notes Representative is not already a party to the Collateral Trust Agreement, such Permitted Notes Representative,
on behalf of all holders of such Permitted Notes Debt for the enforceable benefit of each existing and future ABL Administrative
Agent and each existing and future holder of Permitted Liens executes and delivers a Lien Sharing and Priority Confirmation Joinder
in accordance with the Intercreditor Agreement and such Indebtedness is Permitted Refinancing Indebtedness the net proceeds of
which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire Permitted Notes Debt (or to pay
related fees, expenses, premiums and accrued interest);


 


provided further, in the case of any Indebtedness
referred to in clause (2) hereof, that:


 


(a) on or before the date on which
such Indebtedness is incurred by the Grantors, such Indebtedness is appropriately designated by the Company, in a “Designation”
(as defined in the Collateral Trust Agreement) executed and delivered in accordance with the provisions of the Collateral Trust
Agreement, as “Permitted Notes Debt” for the purposes of the Secured Debt Documents and as either “Priority
Lien Notes Debt” or “Parity Lien Notes Debt” for the purposes of the Permitted Notes Documents; provided, that
(i) no series of Indebtedness may be designated as both Permitted Notes Debt and Permitted ABL Debt and (ii) no Indebtedness
may be designated as both Parity Lien Notes Debt and Priority Lien Notes Debt;


 


(b) if applicable, the Permitted Notes
Representative for such Indebtedness executed and delivered a Collateral Trust Joinder (as defined in the Collateral Trust Agreement)
in accordance with the provisions of the Collateral Trust Agreement; and


 


(c) all requirements set forth in
the Collateral Trust Agreement (including as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to
secure such Indebtedness or Obligations in respect thereof) are satisfied (the satisfaction of which will be conclusively established
if the Company delivers an Officer’s Certificate to the Permitted Notes Representatives and the Collateral Trustee stating
that such requirements and other provisions have been satisfied and that such Indebtedness is “Permitted Notes Debt”
under the Secured Debt Documents and either “Priority Lien Notes Debt” or “Priority Lien Notes Debt” under
the Permitted Notes Documents).


 






    	 	46	 



     


    

 


“Permitted
Notes Documents” means, collectively, this Indenture, the Notes and the Permitted Notes Collateral Documents and any
other indenture, credit agreement or other agreement pursuant to which any Permitted Notes Debt is incurred and the related security
documents (other than any security documents that do not secure Permitted Notes Obligations). In no event shall “Permitted
Notes Documents” refer to or include any document to which the Collateral Trustee is not a party as collateral trustee,
collateral agent or similar title or, with the knowledge of the Collateral Trustee, a named beneficiary of a document or instrument
which the Company or any other Grantor is required to deliver or cause to be delivered pursuant to a Collateral Document or this
Indenture.


 


“Permitted
Notes Lien” means any Lien in favor of the Collateral Trustee or any Permitted Notes Secured Party, including any Lien
granted by a Permitted Notes Collateral Document to the Collateral Trustee, at any time, upon any property of any Grantor, in
each case, only to the extent securing Permitted Notes Obligations.


 


“Permitted
Notes Obligations” means the Permitted Notes Debt and all other obligations in respect thereof and shall include all
principal, interest, fees and other amounts payable in connection therewith (including all interest and fees that, but for the
filing of a petition in Insolvency or Liquidation Proceeding with respect to any Grantor, would have accrued on any such obligations,
whether or not a claim is allowed against such Grantor in such Insolvency or Liquidation Proceeding).


 


“Permitted Notes Representative”
means:


 


(1) in the case of the Notes, the
Trustee; and


 


(2) in the case of any other Series of
Permitted Notes Debt, the trustee, agent or representative of the holders of such Series of Permitted Notes Debt who maintains
the transfer register for such Series of Permitted Notes Debt and is appointed as a representative of the Permitted Notes
Debt (for purposes related to the administration of the Permitted Notes Collateral Documents) pursuant to the credit agreement
or other agreement governing such Series of Permitted Notes Debt; it being understood that the Collateral Trustee may rely
on representations from such party that it has the power and authority to act as a Permitted Notes Representative.


 


“Permitted
Notes Secured Parties” means, at any time, (a) the Trustee, (b) each Permitted Notes Representative, (c) the
Holders, (d) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Permitted Notes Documents
and (e) the successors and assigns of each of the foregoing.


 


“Permitted
Purchase Money Debt” means Purchase Money Debt which is either unsecured or secured by only a Purchase Money Lien.


 






    	 	47	 



     


    

 


“Permitted
Refinancing Indebtedness” means any Indebtedness, Disqualified Stock or Preferred Stock of the Company or any of its
Restricted Subsidiaries that serves to extend, replace, refund, refinance, renew, defease or retire any Indebtedness (other than
intercompany Indebtedness), provided that:


 


(a)            the
principal amount of such Permitted Refinancing Indebtedness (or accreted value) does not exceed the principal amount (or accreted
value) of the Indebtedness, Disqualified Stock or Preferred Stock extended, replaced, refunded, refinanced, renewed, defeased
or retired (plus all accrued interest on the Indebtedness, Disqualified Stock or Preferred Stock and the amount of all fees, costs
and expenses, including premiums (including tender premiums) and defeasance costs, incurred in connection therewith);


 


(b)            such
Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness
is incurred which is not less than (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified
Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed, defeased or retired or (y) after the final
stated maturity of the Notes;


 


(c)            to
the extent such Permitted Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness
subordinated in right of payment to the Notes or any Guarantee, such Permitted Refinancing Indebtedness is subordinated in right
of payment to the Notes or such Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded,
refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Permitted Refinancing Indebtedness must
be Disqualified Stock or Preferred Stock, respectively; and


 


(d)            shall
not include:


 


(i)             Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock
or Preferred Stock of the Company;


 


(ii)           Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock
or Preferred Stock of a Guarantor; or


 


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


 


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


 


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


 






    	 	48	 



     


    

 


“Predecessor
Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.05
in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.


 


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


 


“Premises” means owned
real properties required to be subject to a mortgage lien that form a portion of the Collateral (including all after-acquired
real property that is not an Excluded Asset).


 


“Priority
ABL Collateral” means all Collateral consisting of the following:


 


(1)            all
accounts and credit card receivables;


 


(2)            all
inventory;


 


(3)            all
deposit accounts;


 


(4)            all
cash and cash equivalents;


 


(5)            to
the extent evidencing or governing any of the items referred to in the preceding clauses (1), (2), (3) and (4), all
chattel paper, documents, instruments, general intangibles and securities accounts related thereto; provided that to the extent
any of the foregoing also relates to Priority Fixed Asset Collateral only that portion related to the items referred to in the
preceding clauses (1), (2), (3) and (4) shall be included in the Priority ABL Collateral;


 


(6)            all
books and records relating to the foregoing (including without limitation all books, databases, customer lists and records, whether
tangible or electronic which contain any information relating to any of the foregoing); and


 


(7)            all
proceeds of and supporting obligations, including, without limitation, letter of credit rights, with respect to any of the foregoing
and all collateral security and guarantees given by any Person in favor of the Company or any Guarantor with respect to any of
the foregoing.


 


“Priority ABL Collateral Transition
Date” means the earlier of (a) the date on which all the Permitted ABL Obligations shall have been paid in full
or all commitments to extend credit thereunder are terminated or have otherwise expired and (b) the date on which all Senior
Liens on the Priority ABL Collateral shall have been released from the Permitted ABL Liens.


 


“Priority Fixed Assets Collateral”
shall mean all Collateral (other than the Priority ABL Collateral) and all proceeds thereof; provided, however,
 “Priority Fixed Asset Collateral” shall not include proceeds from the disposition of any Priority Fixed Asset Collateral
that otherwise constitute Priority ABL Collateral (such as, but not limited to, cash proceeds) to the extent such proceeds are
not required to be applied to the mandatory prepayment of the Fixed Asset Obligations, unless such proceeds either (x) arise
from a disposition of Priority Fixed Assets Collateral resulting from an enforcement action taken by the Permitted Notes Secured
Parties permitted by the Intercreditor Agreement or (y) are deposited in a segregated cash collateral account with the Collateral
Trustee (in its capacity as an agent in respect of the Notes) to the extent required by the Notes Collateral Documents.


 






    	 	49	 



     


    

 


“Priority
Lien” means a Lien granted, or purported to be granted, by a Collateral Document to the Collateral Trustee, at any time,
upon any property of any Grantor to secure Priority Lien Notes Obligations.


 


“Priority
Lien Collateral Documents” means all security agreements, pledge agreements, collateral assignments, mortgages, deeds
of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by
any Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any
of the Priority Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part,
from time to time, in accordance with its terms and the Collateral Trust Agreement. In no event shall “Priority Lien Collateral
Documents” refer to or include any document to which the Collateral Trustee is not a party as collateral trustee, collateral
agent or similar title or, with the knowledge of the Collateral Trustee, a named beneficiary of a document or instrument which
the Company or any other Grantor is required to deliver or cause to be delivered pursuant to a Collateral Document or this Indenture.


 


“Priority
Lien Documents” means, collectively, the Note Documents and any other indenture, credit agreement or other agreement
pursuant to which any Priority Lien Notes Debt is incurred and the Priority Lien Collateral Documents. In no event shall “Priority
Lien Documents” refer to or include any document to which the Collateral Trustee is not a party as collateral trustee, collateral
agent or similar title or, with the knowledge of the Collateral Trustee, a named beneficiary of a document or instrument which
the Company or any other Grantor is required to deliver or cause to be delivered pursuant to a Collateral Document or this Indenture.


 


“Priority
Lien Notes Debt” means:


 


(1) the Notes issued on the Issue
Date and all other obligations under this Indenture owed to the Trustee and the Holders of the Notes; and


 


(2) Additional Notes and any other
Indebtedness of the Grantors under any Credit Facility (excluding Permitted ABL Debt) that is secured by (or is secured equally
and ratably with) Priority Liens securing Obligations in respect of a Series of Priority Lien Notes Debt, in each case that
was permitted to be incurred and so secured under each applicable Permitted Notes Document; provided that either (a) such
Indebtedness constituted “Permitted Additional Pari Passu Obligations” or (b) such Indebtedness is Permitted
Refinancing Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire
or retire such Permitted Additional Pari Passu Obligations (or to pay related fees, expenses, premiums and accrued interest);
provided further, in the case of any Indebtedness referred to in clause (2) hereof, that:


 


(a) on or before the date on which
such Indebtedness is incurred by the Grantors, such Indebtedness is designated by the Company, in an Additional Permitted Notes
Debt Designation executed and delivered in accordance with the Intercreditor Agreement hereof, as “Priority Lien Notes Debt”
for the purposes of the Permitted Notes Documents; provided, that no Indebtedness may be designated as both Priority Lien Notes
Debt and Parity Lien Notes Debt;


 






    	 	50	 



     


    

 


(b) unless such Indebtedness is issued
under an existing Permitted Notes Document for any Series of Priority Lien Notes Debt whose Priority Lien Representative
is already party to the Collateral Trust Agreement, the Priority Lien Representative for such Indebtedness executes and delivers
a collateral trust joinder in accordance with the Collateral Trust Agreement;


 


(c) such Indebtedness is governed
by an indenture, credit agreement or other agreement that includes a lien sharing and priority confirmation contemplated by the
Collateral Trust Agreement; and


 


(d) relevant requirements set forth
in the Collateral Trust Agreement have been complied with (the satisfaction of which will be conclusively established if the Company
delivers an officer’s certificate to the Permitted Notes Representatives and the Collateral Trustee stating that such requirements
and other provisions of the Collateral Trust Agreement have been satisfied and that such Indebtedness is “Priority Lien
Notes Debt” under the Permitted Notes Documents).


 


“Priority
Lien Notes Obligations” means Priority Lien Notes Debt and all other Obligations in respect thereof, including, without
limitation interest and premium (if any) (including post-petition interest whether or not allowable), together with all guarantees
of any of the foregoing.


 


“Priority
Lien Representative” means,


 


(1) in the case of the Notes, the
Trustee; and


 


(2) in the case of any other Series of
Priority Lien Notes Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Notes Debt
who maintains the transfer register for such Series of Priority Lien Notes Debt and (A) is appointed as a Priority Lien
Representative (for purposes related to the administration of the Collateral Documents) pursuant to the indenture, credit agreement
or other agreement governing such Series of Priority Lien Notes Debt, together with its successors in such capacity, and
(B) who has executed a collateral trust joinder contemplated by the Collateral Trust Agreement.


 


“Priority
Lien Secured Parties” means the holders of Priority Lien Notes Obligations, each Priority Lien Representative.


 


“Proceeds”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 


“Purchase
Money Debt” means Indebtedness (other than the Permitted ABL Debt and Permitted Notes Debt), including Capitalized Lease
Obligations, for the purpose of financing all or a portion of the purchase price of any Real Estate Asset or Equipment, which
Indebtedness does not exceed the cost of acquiring such Real Estate Asset or Equipment, including any related transaction costs.


 






    	 	51	 



     


    

 


“Purchase Money Lien”
means a Lien which secures Purchase Money Debt, encumbering only the fixed assets acquired with such Indebtedness and constituting
a capital lease or a purchase money security interest under the UCC.


 


“Protected
Purchaser” has the meaning specified in Section 3.05.


 


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


 


“Qualifying
Trustee” has the meaning specified in Section 13.05.


 


“Real
Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Grantor
in any real property.


 


“Receivables
Facility” means one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed,
restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for standard representations,
warranties, covenants and indemnities made in connection with such facilities) to the Company and its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person
that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person
that is not a Restricted Subsidiary.


 


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


 


“Receivables
Subsidiary” means any Subsidiary formed solely for the purpose of engaging, and that engages only, in one or
more Receivables Facilities.


 


“Redemption
Date,” when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such
redemption by or pursuant to this Indenture.


 


“Redemption
Price” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.


 


“Regular
Record Date” has the meaning specified in Section 3.01.


 


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


 


“Required Parity Lien Debtholders”
means, at any time, the holders of a majority in aggregate principal amount of all Parity Lien Notes Debt then outstanding, calculated
in accordance with the provisions of Collateral Trust Agreement. For purposes of this definition, Parity Lien Notes Debt registered
in the name of, or beneficially owned by, the Company or any Subsidiary of the Company will be deemed not to be outstanding.


 






    	 	52	 



     


    

 


“Required Priority Lien Debtholders”
means, at any time, the holders of a majority in aggregate principal amount of all Priority Lien Notes Debt then outstanding,
calculated in accordance with the provisions of the Collateral Trust Agreement. For purposes of this definition, Priority Lien
Notes Debt registered in the name of, or beneficially owned by, the Company or any Subsidiary of the Company will be deemed not
to be outstanding.


 


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


 


“Restricted
Cash” means cash and Cash Equivalents held by the Company or any Restricted Subsidiary that would appear as “restricted”
on a consolidated balance sheet of the Company or any Restricted Subsidiary.


 


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


 


“Restricted
Payments” has the meaning specified in Section 10.08(a)(4).


 


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


 


“Retired
Capital Stock” has the meaning specified in Section 10.08(b)(2).


 


“Reversion
Date” has the meaning specified in Section 10.19.


 


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


 


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


 


“Sanctioned
Assets” means (a) any Account, Instrument, Chattel Paper, or other obligation or property of any kind due
from, owed by, or belonging to, a Sanctioned Person or Sanctioned Country and (b) any lease under which the lessee is a Sanctioned
Person or Sanctioned Country.


 






    	 	53	 



     


    

 


“Sanctioned
Country” means (a) a country, territory or a government of a country or territory, (b) an agency of the government
of a country or territory, or (c) an organization directly or indirectly owned or controlled by a country, territory or its
government, that is subject to Sanctions.


 


“Sanctioned
Person” means (a) a Person named on the list of “Specially Designated Nationals” or any other Sanctions
related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the
European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country
or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council,
(c) the European Union, (d) any European Union member state, (e) Her Majesty’s Treasury of the United Kingdom
or (f) any other relevant sanctions authority.


 


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


 


“Secured
Debt” means Permitted ABL Debt and Permitted Notes Debt.


 


“Secured Debt Documents”
means, collectively, the Permitted ABL Documents and the Permitted Notes Documents.


 


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


 


“Secured
Net Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Secured
Indebtedness of the Company and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis
in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash and Permitted Investments
that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted
Subsidiaries as of such date of determination (other than cash proceeds of Secured Indebtedness incurred on the date of determination
to be held on the balance sheet for working capital or general corporate purposes) to (ii) EBITDA of such Person for the
four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding such date on
which such additional Indebtedness is incurred, in each case on a pro forma basis with such pro forma adjustments as are appropriate
and consistent with the pro forma provisions set forth in the definition of Fixed Charge Coverage Ratio.


 


“Secured
Obligations” has the meaning set forth in the Security Agreement.


 


“Secured
Parties” means the ABL Secured Parties and the Permitted Notes Secured Parties.


 


“Securities”
has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning given in Article 9
thereof.


 






    	 	54	 



     


    

 


“Securities
Account” has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning
given in Article 9 thereof.


 


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


 


“Security
Agreement” means the Priority Lien Security Agreement, dated as of the Issue Date by and among the Company, the
Guarantors and the Collateral Trustee, as the same may be amended, modified, restated, supplemented or replaced from time to time.


 


“Security
Documents” means the Security Agreement, the mortgages, the Intercreditor Agreement, the Collateral Trust Agreement
and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments
evidencing or creating or purporting to create any security interests in favor of the Collateral Trustee for its benefit and for
the benefit of the Trustee and the Holders of the Notes and the holders of any Parity Lien Notes Debt, in all or any portion of
the Collateral, as amended, modified, restated, supplemented or replaced from time to time. For purposes of the Collateral Trust
Agreement, in no event shall “Security Documents” refer to any document to which the Collateral Trustee is not a party
as collateral trustee, collateral agent or similar title, or, with the knowledge of the Collateral Trustee, a named beneficiary
of a document or instrument which the Company or any other Grantor is required to deliver or cause to be delivered pursuant to
a Collateral Document or this Indenture.


 


“Security
Entitlement” has the meaning specified in the UCC, and if defined in more than one Article of the UCC, the meaning
given in Article 9 thereof.


 


“Senior Collateral”
means with respect to any Senior Secured Party, any Collateral on which it has a Senior Lien.


 


“Senior Documents” means
(a) in respect of the Priority Fixed Assets Collateral, the Permitted Notes Documents, and (b) in respect of the Priority
ABL Collateral, the Permitted ABL Documents.


 


“Senior
Indebtedness” means with respect to any Person:


 


(1)            all
Indebtedness of such Person, whether outstanding on the Issue Date or thereafter incurred; and


 


(2)            all
other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness set forth
in clause (1) above unless, in the case of clauses (1) and (2), the instrument creating or evidencing the same or pursuant
to which the same is outstanding expressly provides that such Indebtedness or other Obligations are subordinate in right of payment
to the Notes or the Guarantee of such Person, as the case may be; provided that Senior Indebtedness shall not include:


 


(1)            any
obligation of such Person to the Company or any Subsidiary or to any joint venture in which the Company or any Restricted Subsidiary
has an interest;


 






    	 	55	 



     


    

 


(2)            any
liability for federal, state, local or other taxes owed or owing by such Person;


 


(3)            any
accounts payable or other liability to trade creditors in the ordinary course of business (including guarantees thereof as instruments
evidencing such liabilities);


 


(4)            any
Indebtedness or other Obligation of such Person that is subordinate or junior in right of payment with respect to any other Indebtedness
or other Obligation of such Person; or


 


(5)            that
portion of any Indebtedness that at the time of incurrence is incurred in violation of this Indenture.


 


“Senior Liens” means
(a) with respect to the Priority ABL Collateral, all Liens securing the ABL Obligations and (b) with respect to the
Priority Fixed Asset Collateral, all Liens securing the Fixed Asset Obligations. “Senior Obligations” means,
(a) with respect to any Priority ABL Collateral, all ABL Obligations and (b) with respect to any Priority Fixed Asset
Collateral, all Fixed Asset Obligations.


 


“Senior Secured Parties”
will mean (a) with respect to the Priority ABL Collateral, the ABL Secured Parties and (b) with respect to the Priority
Fixed Asset Collateral, the Permitted Notes Secured Parties.


 


“Series of
Parity Lien Notes Debt” means, severally, each issue or series of Parity Lien Notes Debt for which a single transfer
register is maintained.


 


“Series of
Permitted ABL Debt” means, severally, the Indebtedness outstanding under the ABL Facility and, if the ABL Facility is
no longer outstanding, each other issue or series of Permitted ABL Debt for which a single transfer register is maintained.


 


“Series of Permitted Notes
Debt” means, severally, the Notes and each other issue or series of Permitted Notes Debt for which a single transfer
register is maintained.


 


“Series of Priority Lien Notes
Debt” means, severally, each issue or series of Priority Lien Notes Debt for which a single transfer register is maintained.


 


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


 


“Similar
Business” means any business or other activities conducted, or proposed to be conducted (as described in the
Offering Memorandum or in the documents incorporated by reference therein), by the Company and its Subsidiaries on the Issue Date
or any business or other activities conducted by any entity that is similar, reasonably related, complementary, incidental or
ancillary thereto or a reasonable extension, development or expansion thereof.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.06.


 






    	 	56	 



     


    

 


“Stated
Maturity,” when used with respect to any Note or any installment of principal thereof or interest thereon, means
the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest
is due and payable.


 


“Subordinated Indebtedness”
means


 


(a)            with
respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes, and


 


(b)            with
respect to any Guarantor, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to the Guarantee
of such Guarantor.


 


“Subsidiary”
means, with respect to any Person,


 


(1)           any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof;
and


 


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


 


(x)            more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and


 


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


 


“Successor
Company” has the meaning specified in Section 8.01(a)(1).


 


“Successor
Guarantor” has the meaning specified in Section 8.02(1)(A).


 


“Suspended
Covenants” has the meaning specified in Section 10.19.


 


“Total
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) an amount equal to (i) Consolidated
Total Indebtedness as of such date of calculation (determined on a consolidated basis in accordance with GAAP), minus (ii) the
aggregate amount of unrestricted and unencumbered cash and Permitted Investments included in the consolidated balance sheet of
the Company and its Subsidiaries as of such date of determination to (b) EBITDA for the most recently ended four full fiscal
quarters for which internal financial statements are available, all calculated for the Company and its Subsidiaries on a consolidated
basis in accordance with GAAP.


 






    	 	57	 



     


    

 


“Treasury
Rate” means, as of any Redemption Date or date of deposit, the yield to maturity as of such Redemption Date or
date of deposit of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release Hl 5 (519) that has become publicly available at least two Business Days prior to the Redemption Date
or date of deposit (or, if such Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the Redemption Date or date of deposit to July 15, 2023; provided, however,
that if the period from the Redemption Date or date of deposit to July 15, 2023, is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.


 


“Treasury Services Agreement”
means any agreement between the Company or any Subsidiary and any approved counterparty relating to treasury, depository, credit
card, debit card, stored value cards, purchasing or procurement cards and cash management services or automated clearinghouse
transfer of funds or any similar services.


 


“Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was executed.


 


“Trust Estates” means,
collectively, the Junior Trust Estate together with the Senior Trust Estate.


 


“Trust
Monies” means, subject to the Intercreditor Agreement, all cash and Cash Equivalents:


 


(1)            received
by the Company upon the release of Collateral from the Lien of this Indenture or the Security Documents in connection with any
Asset Sale; provided that any such cash or Cash Equivalents remaining after consummation of an Asset Sale Offer pursuant
to Section 10.16 shall cease to be Trust Monies; or


 


(2)            received
by the Collateral Trustee as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of
the Collateral Trustee or any collection, recovery, receipt, appropriation or other realization of or from all or any part of
the Collateral pursuant to this Indenture or any of the Security Documents;


 


provided,
however, that Trust Monies shall in no event include (i) any property deposited with the Trustee for any redemption,
legal defeasance or covenant defeasance of Notes, for the satisfaction and discharge of this Indenture or to pay the purchase
price of the Notes and any Parity Lien Notes Debt pursuant to an Asset Sale Offer in accordance with the terms of this Indenture,
(ii) any cash received or applicable by the Trustee or Collateral Trustee in payment of its fees and expenses or (iii) prior
to the Priority ABL Collateral Transition Date, any amounts that constitute Priority ABL Collateral or identifiable Proceeds of
Priority ABL Collateral, or are otherwise directly attributable to Priority ABL Collateral. (it being understood and agreed no
cash received in payment of fees and expenses described in the preceding clause (ii) shall be deemed amounts that constitute
Priority ABL Collateral or identifiable Proceeds of Priority ABL Collateral, or are otherwise directly attributable to Priority
ABL Collateral).


 






    	 	58	 



     


    

 


“Trustee”
means U.S. Bank National Association, until a successor replaces it and, thereafter, means the successor.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that,
at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Trustee’s
security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time,
in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions
relating to such provisions.


 


“Unrestricted Subsidiary”
means:


 


(a)           any
Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided
below); and


 


(b)           any
Subsidiary of an Unrestricted Subsidiary.


 


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


 


(a)           any
Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other Equity Interests (including partnership
interests) entitled to cast at least a majority of the votes that may be cast by all shares of Capital Stock or Equity Interests
having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company,


 


(b)           such
designation complies with Section 10.08, and


 


(c)           each
of:


 


(1)            the
Subsidiary to be so designated and


 


(2)            its
Subsidiaries


 


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


 






    	 	59	 



     


    

 


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


 


(1)            the
Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 10.09(a) or


 


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


 


Any such designation by the Company shall
be notified by the Company to the Trustee by promptly filing with the Trustee a copy of any applicable Board Resolution giving
effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.


 


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


 


“Vice
President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president.”


 


“Voting
Equity Interest” means, with respect to any Person, those classes of Equity Interests issued by such Person (however
designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors
or managers (or persons performing similar functions) of such Person, whether or not the right so to vote exists by reason of
the happening of a contingency.


 


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


 


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


 


(1)            the
sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment, by


 


(2)            the
sum of all such payments.


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% 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.


 


Section 1.03    Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take or refrain from taking
any action under this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent)
relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as
to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 






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Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.06(a)) shall
include:


 


(1)            a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


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


 


(3)            a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)            a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 1.04    Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information
with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion
or representations with respect to such matters are erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section 1.05    Acts
of Holders. 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 agents duly appointed in writing; 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 Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the 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 (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 






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The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by 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 him the execution thereof. Where such execution is by a signer acting in a capacity other
than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of 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 that the Trustee deems sufficient.


 


The principal amount and serial numbers
of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.


 


If the Company shall solicit from the Holders
any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, 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 Company shall have no obligation to do so. Such record date shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation
is completed. 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 eleven months after the record date. 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, the Company or any Guarantor in reliance thereon, whether or not notation
of such action is made upon such Note.


 


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.


 






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Without
limiting the generality of the foregoing, a Holder, including the Depository 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 the Depository 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.


 


The Company may fix a record date for the
purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Depository entitled under
the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.


 


Section 1.06      Notices,
Etc., to Trustee, Company, Any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with.


 


(1)            the
Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished
or delivered in writing or mailed, first-class postage prepaid, or delivered by recognized overnight courier to or with the Trustee
at U.S. Bank National Association, 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603, Attention: Corporate
Trust - Winnebago Industries; or


 


(2)            the
Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if made, given, furnished or delivered in writing or mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it at Winnebago Industries, Inc., 13200 Pioneer
Trail, Eden Prairie, Minnesota 55347, Attention: General Counsel, or at any other address previously furnished in writing to the
Trustee by the Company or such Guarantor.


 


Section 1.07      Notice
to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and either (1) provided
or mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register,
within the time prescribed for the giving of such notice, or (2) in the case of Notes held through the Depository sent or
transmitted to Holders in any manner that is in accordance with the procedures of the Depository. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given
on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five
calendar days after mailing.


 






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Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Notwithstanding anything herein to the
contrary where this Indenture provides for notice in any manner, such notice may be sent or transmitted to Holders in any manner
that is in accordance with the procedures of the Depository and shall be deemed to be a sufficient giving of such notice for every
purpose hereunder.


 


Section 1.08      Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are
for convenience of reference only, are not intended to be considered a part hereof and shall in no way affect the construction
of, or modify or restrict, any of the terms or provisions hereof.


 


Section 1.09      Successors
and Assigns. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 12.08 hereof.


 


Section 1.10      Separability
Clause. 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 1.11      Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent, any Note Registrar and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 1.12      Governing
Law; Submission to Jurisdiction. This Indenture,
the Notes and any Guarantee shall be governed by and construed in accordance with the laws of the State of New York. This Indenture
is not subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall not be governed
by such provisions unless expressly incorporated. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES
FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE OR THE NOTES.


 


Section 1.13      Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Note shall
not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium,
if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no
interest shall accrue for purposes of such payment for the period from and after such Interest Payment Date, Redemption Date,
Stated Maturity or Maturity, as the case may be.


 






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Section 1.14      No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Guarantor (other than in the case of stock-holders of any Guarantor,
the Company or another Guarantor) or any of their parent companies shall have any liability for any obligations of the Company
or the Guarantors under the Notes, the Guarantees and 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 and the Guarantees.


 


Section 1.15      Waiver
of Jury Trial. EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.


 


Section 1.16      Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together
constitute but one and the same instrument. One signed copy is enough to prove this Indenture. The exchange of copies of this
Indenture and of signature pages by facsimile, .pdf transmission or other electronic means shall constitute effective execution
and delivery of this Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf transmission
or other electronic means shall be deemed to be their original signatures for all purposes.


 


All notices, approvals, consents, requests
and any communications hereunder must be in writing (provided that any communications sent to Trustee hereunder must be in the
form of a document that is signed manually or by way of a digital signature (as long as such digital signature provider has been
specified in writing to the Trustee by the authorized representative), in English. Company agrees to assume all risks arising
out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation
the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section 1.17      Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, pandemics or epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software
and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 1.18      USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee
and Collateral 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 Company agrees that it will provide the Trustee and Collateral Trustee with information about the Company
as the Trustee may reasonably request in order for the Trustee and Collateral Trustee to satisfy the requirements of the USA PATRIOT
Act.


 






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Article Two


 


Note
Forms


 


Section 2.01      Form and
Dating. Provisions relating to the Initial Notes are set forth in the Rule 144A / Regulation S Appendix attached
hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form reasonably acceptable to the Company). Each Note shall be dated the date of its authentication.
The terms of the Note set forth in the Appendix are part of the terms of this Indenture.


 


Section 2.02      Execution,
Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by any Officer. The signature
of an Officer on the Notes may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the Notes.


 


Notes bearing the signature of an individual
who was at any time a proper Officer of the Company shall bind the Company, notwithstanding that such individual ceased to hold
such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.


 


At any time and from time to time after
the execution and delivery of this indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes.


 


On the Issue Date, the Company shall deliver
the Initial Notes in the aggregate principal amount of $300,000,000 executed by the Company to the Trustee for authentication,
together with a Company Order directing the Trustee to authenticate the Notes and certifying in an Officer’s Certificate
that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date,
the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying
that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent
to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order
shall authenticate and deliver such Additional Notes.


 






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Each Note shall be dated the date of its
authentication.


 


No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for in Exhibit 1 to the Appendix, duly executed by the Trustee by manual or electronic
signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that
such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.


 


In case the Company or any Guarantor, pursuant
to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise
dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which
shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture
hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged
for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate,
but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose
of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the
option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes
authenticated and delivered in such new name.


 


Article Three


 


The
Notes


 


Section 3.01      Title
and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not
limited; provided, however, that any Additional Notes issued under this Indenture rank pari passu with the
Initial Notes, are issued in accordance with Section 2.02, Section 3.12 and Section 10.09 hereof, form a single
class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional
Notes shall be issued pursuant to a supplemental indenture to this Indenture.


 


The Notes shall be known and designated
as the “6.250% Senior Secured Notes Due 2028” of the Company. The Stated Maturity of the Notes shall be July 15,
2028, and the Notes shall bear interest at the rate set forth below from July 8, 2020, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable on January 15, 2021 and semi-annually thereafter on July 15
and January 15 in each year (although Additional Notes may accrue interest from another date, to the extent permitted herein)
and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note
(or any predecessor Note) is registered at the close of business on the January 1 and July 1 immediately preceding such
Interest Payment Date (each, a “Regular Record Date”).


 






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The principal of (and premium, if any),
and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in the contiguous
United States or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at
their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium,
if any, and interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of
or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the accounts specified
by the Holder or Holders thereof.


 


Holders shall have the right to require
the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.15.
The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.16.


 


The Notes shall be redeemable as provided
in Article Eleven and Paragraph 6 of the Notes.


 


The due and punctual payment of principal
of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent
set forth herein, by each of the Guarantors.


 


Section 3.02      Denominations.
The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.


 


Section 3.03      Temporary
Notes. Pending the preparation of definitive Notes, the Company may execute, and upon receipt of a Company Order the
Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine,
as conclusively evidenced by their execution of such Notes.


 


If temporary Notes are issued, the Company
shall cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 10.02, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as definitive Notes.


 


Section 3.04      Note
Registrar; Paying Agent; Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant
to Section 10.02 being herein sometimes referred to as the (“Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes.
The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed
as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein
provided. The Trustee is hereby initially appointed to act as the Paying Agent and to act as Custodian with respect to the Global
Notes.


 






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Upon surrender for registration of transfer
of any Note at the office or agency of the Company designated pursuant to Section 10.02, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any
authorized denomination or denominations of a like aggregate principal amount.


 


At the option of the Holder, Notes may
be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.


 


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


 


Every Note presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied
by written instruments of transfer, in form satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require
payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Notes, other than exchanges pursuant to Section 2.02, 3.03, 9.06, 10.15, 10.16, or 10.18
not involving any transfer.


 


In case the Company, pursuant to Article Eight,
shall, in one or more related transactions, be consolidated or merged with or into any other Person or shall sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all the assets of the Company and its Restricted Subsidiaries taken
as a whole to any Person, and the surviving Person resulting from such consolidation or surviving such merger, or into which the
Company shall have been merged, or the surviving Person which shall have participated in the sale, assignment, transfer, conveyance
or other disposition as aforesaid, shall have assumed all of the obligations of the Company under the Notes and this Indenture
pursuant to agreements pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation,
merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the surviving Person,
be exchanged for other Notes executed in the name of the surviving Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon the request of the surviving Person, shall authenticate and deliver Notes as specified in such request for
the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a surviving Person
pursuant to this Section 3.04 in exchange or substitution for or upon registration of transfer of any Notes, such Successor
Company, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding
for Notes authenticated and delivered in such new name.


 






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Section 3.05     Mutilated,
Destroyed, Lost and Stolen Notes. If (1) any mutilated
Note is surrendered to the Trustee or (2) the Company and the Trustee receive evidence to their satisfaction of the destruction,
loss or theft of any Note, and there is delivered to the Company and the Trustee such security or indemnity as may be required
to protect the Company, the Trustee, any agent and any authenticating agent from any loss that any of them may suffer if a Note
is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser
(as defined in Section 8-303 of the UCC) (a “Protected Purchaser”), the Company shall execute and
upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed,
lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a
new Note, pay such Note.


 


Upon the issuance of any new Note under
this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in replacing a Note.


 


Every new Note issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation
of the Company and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.


 


Section 3.06     Payment
of Interest; Interest Rights Preserved.


 


(a)            Interest
on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for
such interest at the office or agency of the Company maintained for such purpose pursuant to Section 10.02; provided,
however, that, subject to Section 3.01 hereof, each installment of interest may at the Company’s option be paid
by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 3.07, to the address of such Person as it appears in the Note Register or (2) transfer to an account located
in the United States maintained by the payee.


 






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(b)           Any
interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith
cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest
and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest
thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:


 


(1)            The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense
of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be given in the manner provided for in Section 1.07, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)            The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.


 


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


 






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Section 3.07      Persons
Deemed Owners. Prior to the due presentment of a Note for registration of transfer, the Company, any Guarantor, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of
such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.04 and Section 3.06)
interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


Section 3.08      Cancellation.
All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes
previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled
by the Trustee. If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation.
No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures (subject to the record retention requirements of the Exchange Act). Upon request, certification
of the destruction or disposition of all cancelled Notes shall be delivered to the Company by the Trustee. The Trustee shall maintain
a record of all cancelled Notes. The Trustee shall provide the Company a list of all Notes that have been cancelled from time
to time as requested by the Company.


 


Section 3.09      Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.10      Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note
for registration of transfer. When a Note is presented to the Note Registrar or a co-registrar with a request to register a transfer,
the Note Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of
the UCC are met. When Notes are presented to the Note Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Notes of other denominations, the Note Registrar shall make the exchange as requested if the same requirements
are met.


 


The Company shall not be required and without
the prior written consent of the Company, the Note Registrar shall not be required to register the transfer of or exchange of
any Note (i) during a period beginning at the opening of business 15 days before providing of a notice of redemption of Notes
and ending at the close of business on the day such notice is provided, (ii) selected for redemption in whole or in part,
(iii) that has been tendered in a Change of Control Offer and (iv) beginning at the opening of business on any record
date and ending on the close of business on the related Interest Payment Date.


 






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Section 3.11      CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code”
numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such “CUSIP”
numbers, ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption, repurchase or
other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such “CUSIP” numbers, ISINs and “Common Code” numbers either as printed
on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in
or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP”
numbers, ISINs and “Common Code” numbers applicable to the Notes.


 


Section 3.12      Issuance
of Additional Notes. The Company may, subject to Section 10.09,
issue additional Notes having identical terms and conditions to the Initial Notes issued on the Issue Date, other than with respect
to the date of issuance, the issue price and the date from which interest first begins to accrue (the “Additional Notes”).
The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, (except that any series
of Notes that is not fungible with the Initial Notes for U.S. federal income tax purposes may be treated for purposes of provisions
of this Indenture relating to transfer and exchange as a separate class that does not trade fungibly with Notes that have differing
treatment under U.S. federal income tax law and will be assigned a different CUSIP or other identification number).


 


Article Four


 


Satisfaction
And Discharge


 


Section 4.01      Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Request and at the Company’s expense cease to be
of further effect as to all Notes issued hereunder and then outstanding (except as set forth in the last paragraph of this Section and
as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto) and
all the Note Liens granted under the Security Documents will be automatically released and the Trustee, at the expense of the
Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture
when:


 


(1)           either


 


(A)            all
Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.05 and (ii) Notes for whose payment money has theretofore been deposited
in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 






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(B)          all
such Notes not theretofore delivered to the Trustee for cancellation,


 


(i)             have
become due and payable by reason of the making of a notice of redemption pursuant to Section 11.06 or otherwise, or


 


(ii)            shall
become due and payable at their Stated Maturity within one year, or


 


(iii)           are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and
the Company or any Guarantor, in the case of (i), (ii) or (iii) of this clause (B), has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment
of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be (for the avoidance
of doubt, in the case of a discharge that occurs in connection with a redemption that is to occur on a Redemption Date, the amount
to be deposited shall be the amount that, as of the date of such deposit, is deemed reasonably sufficient to make such payment
and discharge on the redemption date, in the good faith determination of the Board of Directors of the Company pursuant to a resolution
of the Board of Directors of the Company and as evidenced by an Officer’s Certificate);


 


(2)            no
Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection
therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute
a default under, any Credit Facility or any other material agreement or instrument (other than this Indenture) to which the Company
or any Guarantor is a party or by which the Company or any Guarantor is bound (other than resulting from any borrowing of funds
to be applied to make such deposit and the granting of Liens in connection therewith);


 


(3)            the
Company has paid or caused to be paid all sums payable by it to the Trustee and Collateral Trustee under this Indenture and the
Security Documents;


 


(4)            the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of such Notes at Maturity or the Redemption Date, as the case may be; and


 


(5)            the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein to the satisfaction and discharge of this Indenture have been satisfied.


 






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Notwithstanding the satisfaction and discharge
of this Indenture, if money or Government Securities shall have been deposited with the Trustee pursuant to sub-clause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03
shall survive such satisfaction and discharge. In addition, nothing in this Section 4.01 shall be deemed to discharge the
obligations of the Company to the Trustee under Section 6.07 and the obligations of the Company to any Authenticating Agent
under Section 6.12 that, by their terms, survive the satisfaction and discharge of this Indenture.


 


Section 4.02     Application
of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money or Government Securities
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions
of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium) and interest
for whose payment such money or Government Securities has been deposited with the Trustee, but such money or Government Securities
need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with Section 4.01 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.01 until such time as the Trustee or Paying Agent is permitted to apply
all such money or Government Securities in accordance with Section 4.01; provided that if the Company has made any
payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 


Article Five


 


Remedies


 


Section 5.01       Events
of Default. “Event of Default” wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


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


 






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(3)          failure
by the Company or any Guarantor for 60 days (or 120 days with respect to a default under Section 10.07) after receipt of
written notice given by the Trustee or the Holders of at least 25.0% in principal amount of the then Outstanding Notes issued
under this Indenture to comply with any of its other obligations, covenants or agreements contained in this Indenture or the Notes;


 


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


 


(A)          such
default either:


 


(i)            results
from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable
grace periods); or


 


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


 


(B)          the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure
to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has
been so accelerated, aggregates to $35.0 million or more at any one time outstanding;


 


(5)           failure
by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
to pay final judgments entered by a court of competent jurisdiction aggregating in excess of $35.0 million, which final judgments
remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event
such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree
which is not promptly stayed;


 


(6)           any
of the following events with respect to the Company or any Significant Subsidiary:


 


(A)          the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences
a voluntary case;


 


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


 






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(iii)            consents
to the appointment of a custodian of it or for any substantial part of its property;


 


(iv)            takes
any comparable action under any foreign laws relating to insolvency; or


 


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


 


(i)              is
for relief against the Company or any Significant Subsidiary in an involuntary case;


 


(ii)            appoints
a custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or


 


(iii)           orders
the liquidation of the Company or any Significant Subsidiary;


 


and the order or decree remains
unstayed and in effect for 90 days;


 


provided,
that for the purposes of this clause (6), a Significant Subsidiary shall include any group of Subsidiaries that together would
constitute a Significant Subsidiary;


 


(7)            the
Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary)
shall for any reason (except as contemplated by the terms thereof or of this Indenture) cease to be in full force and effect or
be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers
of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies in writing that
it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this
Indenture or the release of any such Guarantee in accordance with this Indenture, and such Default continues for 30 days; or


 


(8)            unless
all of the Collateral has been released from the Note Liens in accordance with the provisions of this Indenture and the Security
Documents, (x) default by the Company or any Subsidiary in the performance of their obligations under of the Security Documents
which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion
of the Collateral, (y) the repudiation or disaffirmation by the Company or any Guarantor of its material obligations under
the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or
invalid against the Company or any Guarantor party thereto for any reason with respect to a material portion of the Collateral
and, in the case of any event set forth in sub-clauses (x) through (z), such default, repudiation, disaffirmation or determination
is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured
within 60 days after the Company receives written notice thereof specifying such occurrence from the Trustee or the Holders of
at least 25% of the outstanding principal amount of the Notes and demanding that such default be remedied and, in the case of
any event described in subclauses (x) through (z), other than (a) to the extent that any such loss of perfection or
priority results from the failure of the Collateral Trustee to maintain possession of certificates or instruments actually delivered
to it representing securities pledged under the Security Documents or (b) to the extent any such loss is covered by title
insurance for which the insurer has not denied coverage.


 






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Section 5.02     Acceleration
of Maturity; Rescission and Annulment.


 


(a)            If
any Event of Default (other than an Event of Default specified in Section 5.01(6) with respect to the Company) occurs
and is continuing under this Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the Outstanding Notes
issued under this Indenture may declare the principal, premium, if any, interest and any other monetary Obligations on all the
Outstanding Notes issued under this Indenture to be due and payable immediately by a notice in writing to the Company (and to
the Trustee and the Collateral Trustee if given by the Holders).


 


(b)            Upon
the effectiveness of such declaration, such principal of and premium, if any, and interest on the Notes shall be due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 5.01(6) with respect to the
Company occurs and is continuing, then the principal amount of all Outstanding Notes shall ipso facto become and be immediately
due and payable without any notice, declaration or other act on the part of the Trustee or any Holder.


 


(c)            At
any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article Five, the Holders of a majority in aggregate principal amount
of the Outstanding Notes, by written notice to the Trustee, may rescind and annul such declaration and its consequences if:


 


(1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)            all
overdue interest on all Outstanding Notes,


 


(B)            all
unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate borne by the Notes,


 


(C)            to
the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and


 


(D)            all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(2)           Events
of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 






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No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


(d)            Notwithstanding
the preceding clause (c), in the event of any Event of Default specified in Section 5.01(4) above, such Event of Default
and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded automatically and
without any action by the Trustee or the Holders if, within 20 days after such Event of Default arose,


 


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


 


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


 


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


 


Section 5.03       Collection
of Indebtedness and Suits for Enforcement by Trustee. Subject to the terms of the Intercreditor Agreement, if an Event
of Default specified in Section 5.01(1) or (2) occurs and is continuing, the Trustee, in its own name as trustee
of an express trust, may institute a judicial proceeding for the collection of the sums due hereunder pursuant to this Article Five
and unpaid, and, in addition thereto, 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. The Trustee
may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, any Guarantor or any other
obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property
of the Company, any Guarantor or any other obligor upon the Notes, wherever situated.


 


If an Event of Default occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture
and the Guarantees by the judicial proceedings discussed above as the Trustee shall deem necessary to protect and enforce any
such rights, including seeking recourse against any Guarantor.


 


Section 5.04      Trustee
May File Proofs of Claim. Subject to the terms of the Intercreditor Agreement, in case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding
relative to the Company or any other obligor including any Guarantor, upon the Notes or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,


 


(1)            to
file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the
Notes and to file such 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, Collateral Trustee, their agents
and counsel) and of the Holders allowed in such judicial proceeding, and


 






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(2)            to
collect, receive and distribute any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official 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 the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, Collateral Trustee,
their agents and counsel, and any other amounts due the Trustee or Collateral Trustee under Section 6.07.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 5.05     Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes
may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment
has been recovered.


 


Section 5.06     Application
of Money Collected. Subject to the terms of the Intercreditor Agreement and the Security Agreement, any money or property
collected by the Trustee pursuant to this Article Five (including any amounts received from the Collateral Trustee) shall
be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


FIRST:            To
the payment of all amounts due the Trustee and the Collateral Trustee, and their agents and attorneys, under Section 6.07;


 


SECOND:       To
the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of
which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and


 


THIRD:          The
balance, if any, to the Company or as a court of competent jurisdiction may direct in writing; provided that all sums due
and owing to the Holders, the Collateral Trustee and the Trustee have been paid in full as required by this Indenture.


 






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The Trustee may fix a record date and payment
date for any payment to Holders of Notes pursuant to this Section 5.06.


 


Section 5.07         Limitation
on Suits. Subject to Section 5.08 and subject to compliance with the Intercreditor Agreement, no Holder of any
Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


(2)            Holders
of at least 25% in principal amount of the Outstanding Notes have requested the Trustee and the Collateral Trustee to pursue the
remedy;


 


(3)            such
Holders have offered the Trustee and the Collateral Trustee reasonable security or indemnity satisfactory to each of the Trustee
and Collateral Trustee, as applicable, in its sole discretion, against any loss, liability or expense;


 


(4)            the
Trustee and the Collateral Trustee have not complied with such request within 60 days after the receipt thereof and the offer
of security or indemnity; and


 


(5)            Holders
of a majority in principal amount of the Outstanding Notes have not given the Trustee and the Collateral Trustee a direction inconsistent
with such request within such 60-day period,


 


it being understood and intended that no one or more Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees
to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for
the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty
to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 


Section 5.08     Unconditional
Right of Holders to Receive Principal Premium and Interest. Notwithstanding any other provision in this Indenture,
the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including,
if applicable, Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 3.06)
interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption
Date), and to institute suit for the enforcement of any such payment on or after such respective dates, and such rights shall
not be impaired without the consent of such Holder.


 


Section 5.09     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture or the Guarantees 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 proceeding, the
Company, any Guarantor, any other obligor of the Notes, 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 had been instituted.


 






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Section 5.10     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in the last paragraph of Section 3.05, 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 5.11     Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 5.12     Control
by Holders. Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, the Holders of
not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
provided that:


 


(1)          such
direction shall not be in conflict with any rule of law or with this Indenture or the Security Documents,


 


(2)          the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(3)          the
Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to any Holders not consenting.


 


Section 5.13     Waiver
of Default. Subject to Section 5.08 and Section 9.02, the Holders of not less than a majority in principal
amount of the Outstanding Notes may on behalf of the Holders of all such Notes waive any Default hereunder and its consequences,
except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal
of any such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.


 


Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 5.14     Waiver
of Stay or Extension Laws. Each of the Company, the Guarantors and any other obligor on the Notes covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force that would prohibit
or forgive the Company or a Guarantor from paying any portion of the principal of, and premium, if any, and interest on the Notes.


 






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Section 5.15     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 5.15 does not apply to a suit by the Trustee, a
suit by a Holder of a Note pursuant to Section 5.08 hereof, or a suit by Holders of more than 10% in principal amount of
the then outstanding Notes.


 


Article Six


 


The
Trustee


 


Section 6.01     Duties
of the Trustee.


 


(a)            Except
during the continuance of an Event of Default,


 


(1)            The
duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in 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 in the case of any such certificates or opinions specifically required by any provision
hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform on
their face to the requirements of this Indenture, but not to verify the contents thereof.


 


(b)            In
case 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 their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.


 


(c)            No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act, or its own willful misconduct, except that


 


(1)            this
paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;


 






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


 


(3)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction
received by it pursuant to the terms of this Indenture; and


 


(4)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.


 


(d)            Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section.


 


Section 6.02     Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer
of the Trustee, the Trustee shall transmit notice of such Default or Event of Default within 90 days after receipt of notice of
the Event of Default unless such Default or Event of Default shall have been cured or waived. Except in the case of a Default
or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be
protected in withholding such notice if it determines that the withholding of such notice is in the interest of the Holders.


 


Section 6.03     Certain
Rights of Trustee.


 


(1)            the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document (whether in original, facsimile or .pdf form) believed by it to be genuine and to have been signed
or presented by the proper party or parties;


 


(2)            any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(3)            whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate and an Opinion of Counsel;


 


(4)            the
Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice or opinion of such counsel;


 






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(5)            the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Security Documents
or any related documents at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee and/or the Collateral Trustee security or indemnity satisfactory to the Trustee or Collateral Trustee,
as the case may be, against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such
request or direction;


 


(6)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and
shall incur no liability of any kind by reason of such inquiry or investigation;


 


(7)            the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(8)            the
Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s
conduct does not constitute willful misconduct or gross negligence;


 


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


 


(10)            in
no event shall the Trustee be responsible or liable for special, punitive, indirect, 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;


 


(11)            the
Trustee shall not be charged with knowledge of any fact, Default or Event of Default with respect to the Notes unless written
notice of such fact, Default or Event of Default shall have been received by a Responsible Officer of the Trustee at its Corporate
Trust Office from an Officer of the Company, any other obligor of the Notes or from Holders of at least 25% of the aggregate principal
amount of the Notes and references this Indenture and the Notes;


 


(12)            the
permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or duty to
do so; and


 






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(13)            the
Trustee shall be entitled to receive from the Company such reasonable information as the Company has in its possession to enable
the Trustee to determine whether any payments pursuant to the Indenture are subject to the withholding requirements described
in Section 1471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to
Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof.


 


Section 6.04         Trustee
Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform
its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds
thereof.


 


Section 6.05         May Hold
Notes. The Trustee, any Paying Agent, any Note Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Note Registrar or such other agent; provided, however,
that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, or apply to the SEC for permission
to continue or resign.


 


Section 6.06        Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.


 


Section 6.07       Compensation
and Reimbursement. The Company and the Guarantors, jointly and severally, agree:


 


(1)          to
pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all
services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 


(2)         except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
to have been caused by its own gross negligence or willful misconduct; and


 


(3)         to
indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage
or reasonable out-of-pocket expenses, including taxes (other than the taxes based on the income of the Trustee) incurred without
gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the
Company, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Company will defend any such claim, and the Trustee will cooperate in the defense. The Trustee may have
separate counsel, and the Company will pay the reasonable costs and expenses of such counsel.


 






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The obligations of the Company under this
Section to compensate the Trustee, to pay or reimburse the Trustee for reasonable out-of-pocket expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture, including any termination or rejection hereof under any Bankruptcy Law, and resignation
or removal of the Trustee. As security for the performance of such obligations of the Company, the Trustee shall have a lien prior
to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment
of principal of (and premium, if any) or interest on particular Notes. Any such claim will survive the satisfaction and discharge
of this Indenture.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.01(6), the expenses (including the reasonable charges
and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under
any applicable Bankruptcy Law.


 


The provisions of this Section shall
survive the termination of this Indenture and resignation or removal of the Trustee.


 


Section 6.08     Corporate
Trustee Required; Eligibility. There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 3.10(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six.


 


Section 6.09     Resignation
and Removal; Appointment of Successor.


 


(a)            No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.


 


(b)            The
Trustee may resign at any time by giving written notice thereof within 30 days of such resignation to the Company and be
discharged from the trust created hereby by so notifying the Company. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall
be delivered to the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of
a successor Trustee.


 






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(c)            The
Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes,
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10
shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)            The
Trustee shall comply with TIA Section 3.10(b); provided, however, that there shall be excluded from the operation
of TIA Section 3.10(b)(1) any indenture or indentures under which other securities or certificates of interest or participation
in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 3.10(b)(1) are
met.


 


(e)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor
Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the
Holders in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address
of its Corporate Trust Office.


 


Section 6.10     Acceptance
of Appointment by Successor.


 


(a)            Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.
Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts.


 






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(b)            No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article Six.


 


Section 6.11     Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder; provided that such corporation shall be otherwise qualified and eligible under
this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes. In case at that time any of the Notes shall not
have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate
of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.


 


Section 6.12     Appointment
of Authenticating Agent. At any time when any of the Notes remain Outstanding, the Trustee may appoint an authenticating
agent or agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes (an
 “Authenticating Agent”) and the Trustee shall give written notice of such appointment to all Holders of Notes
with respect to which such Authenticating Agent shall serve, in the manner provided for in Section 1.07. Notes so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by
the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of
the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture
to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the
effect specified in this Section.


 






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Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all
the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided
that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give written notice of such appointment to all Holders of Notes, in the manner provided for in Section 1.07.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating
Agent from time to time such compensation for its services under this Section as shall be agreed in writing between the Company
and such Authenticating Agent.


 


If an appointment is made pursuant to this
Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate
of authentication in the following form:


 


This is one of the Notes designated therein
referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
    

    as Trustee
	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	as Authorized Officer



 






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Article Seven


 


Holders
Lists And Reports By Trustee And Company


 


Section 7.01     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 Note Registrar, the Company shall furnish to the Trustee
at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may require of the names and addresses of the Holders of Notes.


 


Section 7.02     Disclosure
of Names and Addresses of Holders. Every Holder, by receiving and holding Notes, agrees with the Company and the Trustee
that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders, regardless of the source from which such information was derived.


 


Article Eight


 


Merger,
Consolidation Or Sale Of All

Or Substantially All Assets


 


Section 8.01     Company
May Consolidate, Etc., Only on Certain Terms.


 


(a)            The
Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving entity), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless:


 


(1)            the
Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is (i) a
corporation or (ii) a limited partnership or a limited liability company and is (or has previously been) joined by a corporation
as a co-issuer of the Notes, in each case organized or existing under the laws of the United States of America, any state thereof,
the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor
Company”);


 


(2)            the
Successor Company, if other than the Company, expressly assumes all the obligations of the Company under this Indenture, the Notes,
the Security Documents pursuant to supplemental indentures or other documents or instruments;


 


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


 


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


 






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(A)            the
Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 10.09(a); or


 


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


 


(5)            each
Guarantor, unless it is the other party to the transactions set forth above, in which case Section 8.02(1)(B) shall
apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under
this Indenture, the Notes and the Security Documents; and


 


(6)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indentures, if any, are permitted by this Indenture.


 


(b)           Notwithstanding
clauses (a)(3) and (a)(4) above,


 


(1)            any
Restricted Subsidiary may consolidate with, liquidate or dissolve into, merge into or transfer all or part of its properties and
assets to the Company and


 


(2)            the
Company may merge with an Affiliate of the Company incorporated solely for the purpose of reincorporating the Company in another
State of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Company
and the Restricted Subsidiaries is not increased thereby.


 


The foregoing covenant shall not apply
to any sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and the Guarantors;
provided, however, that a Guarantor that is a transferee under this provision may not subsequently release its Guarantee
unless such Guarantor has consolidated with or merged into the Company.


 


Section 8.02     Guarantors
May Consolidate, Etc., Only on Certain Terms. Subject to Sections 10.16 and 12.08, each Guarantor shall not, and
the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor
is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions to, any Person unless:


 


(1)            (A) such
Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor)
or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, a limited
partnership, a limited liability company or similar entity organized or existing under the laws of the United States of America,
any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Guarantor”);


 






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


 


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


 


(D)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indentures, if any, are permitted under this Indenture; or


 


(2)            the
transaction is made in compliance with Section 10.16.


 


Notwithstanding the foregoing, (a) any
Guarantor may consolidate with, liquidate or dissolve into, merge into or transfer all or part of its properties and assets to
another Guarantor or the Company and (b) any Guarantor may convert into a corporation, partnership, limited partnership,
limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor.


 


Section 8.03     Successor
Substituted. Subject to Section 12.08 hereof (with respect to any Guarantor only), upon any consolidation or merger,
or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company or
any Guarantor in accordance with Section 8.01 and Section 8.02 hereof, the successor Person formed by such consolidation
or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment,
conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and
power of, the Company or such Guarantor, as the case may be, under this Indenture or the Guarantees, as the case may be, and the
Security Documents, with the same effect as if such successor Person had been named as the Company or such Guarantor, as the case
may be, under this Indenture or the Guarantees, as the case may be, and the Security Documents; provided that the predecessor
Company or any Guarantor shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes
except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company or such
Guarantor, as the case may be, that meets the requirements of Section 8.01 and Section 8.02 hereof, as applicable.


 


Article Nine


 


Amendment,
Supplement And Waiver


 


Section 9.01     Amendments
or Supplements Without Consent of Holders. Notwithstanding Section 9.02 hereof, without the consent of any Holder,
the Company, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and the Collateral
Trustee, at any time and from time to time, may amend or supplement this Indenture, the Security Documents, any Guarantee or the
Notes, for any of the following purposes:


 


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


 






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(2)            to
provide for uncertificated Notes in addition to or in place of certificated Notes, provided, that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code;


 


(3)            to
comply with Article Eight hereof and to provide for the assumption of the Company’s or such Guarantor’s obligations
to Holders in connection therewith;


 


(4)            to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights of any such Holder under this Indenture in any material respect;


 


(5)            to
add covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture upon the Company or
a Guarantor;


 


(6)            to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Collateral Trustee pursuant
to the requirements of Section 6.09 and 6.10 hereof;


 


(7)            to
add a Guarantor or any other obligor under this Indenture;


 


(8)            to
conform the text of this Indenture, the Guarantees, the Security Documents or the Notes to any provision of the “Description
of Notes” section of the Offering Memorandum to the extent that such provision in this Indenture, the Guarantees, the Security
Documents or the Notes was intended to be a substantially verbatim recitation of the “Description of Notes” section
of the Offering Memorandum;


 


(9)            to
mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Trustee for the benefit of itself, the Trustee,
the Holders of the notes (and the holders or lenders of ABL Liens or Parity Lien Notes Debt), as security for the payment and
performance of all or any portion of the Indenture Obligations or any Parity Lien Notes Debt in any property or assets and to
add any Parity Lien Notes Debt to any Security Document;


 


(10)            to
comply with the rules of any applicable securities depositary;


 


(11)            to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however,
that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities
Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders
to transfer Notes;


 


(12)            to
provide for the release of a Guarantor when permitted or required by this Indenture;


 


(13)            to
provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security
Documents or this Indenture; or


 






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(14)            to
add customary provisions allowing for the issuance of Additional Notes into escrow.


 


For the avoidance of doubt, the term “all
or substantially all,” when applied to the Collateral, as set forth herein shall not be read to mean “any” of
the Collateral as a result of the Company or the relevant Subsidiary being in the “zone of insolvency.”


 


In addition, without the consent of any
Holder, the Trustee and the Collateral Trustee will be authorized to amend the Intercreditor Agreement or the Security Documents
(i) to add additional secured parties holding, and to secure any, Parity Lien Notes Debt or Permitted ABL Obligations permitted
by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement, (ii) to enter into
intercreditor arrangements with the holders of any such Indebtedness set forth in clause (i) so long as the terms of such
intercreditor arrangements are not less favorable to the Holders of Notes (as evidenced by an officer’s certificate) than
the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement, (iii) to add parties (including
collateral agents, administrative and other agents, trustees and lenders) to the Security Documents or Intercreditor Agreement
in respect of the incurrence of Indebtedness secured by Permitted Liens set forth in clause (35) of the definition thereof and
(iv) to release any Guarantors when such Guarantors are released from their Guarantee.


 


Upon the request of the Company accompanied
by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents set forth in Section 6.03 hereof, the Trustee shall join with the Company and the Guarantors in the execution
of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.02              Amendments
or Supplements with Consent of Holders. With the written consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes, delivered to the Company and the Trustee, the Company, any Guarantor (with respect to any Guarantee
or this Indenture to which it is a party), the Trustee and Collateral Trustee may (a) amend or supplement this Indenture,
any Guarantee, the Security Documents or the Notes (including consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes) and (b) waive any existing Default or Event of Default or compliance with any provision
of this Indenture, any Guarantee, the Notes (including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, the Notes) or any Security Document. Notwithstanding the foregoing sentence, no such amendment, supplement
or waiver shall, without the consent of each Holder of the Outstanding Notes affected thereby:


 


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


 


(2)               reduce
the principal of or change the Maturity of any such Note or alter or waive the provisions with respect to the redemption of the
Notes (other than Section 10.15, Section 10.16 and Section 10.18 or the minimum notice required in connection with
the redemption of the notes, which shall only require consent of Holders of a majority of the outstanding principal amount of
the Notes),


 






    	 	95	 



     


    

 


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


 


(4)               waive
a Default or Event of Default (a) in the payment of principal of or premium, if any, or interest on the Notes issued under
this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal
amount of the Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant
or provision contained in this Indenture or (b) any Guarantee that cannot be amended or modified without the consent of all
affected Holders,


 


(5)               make
any Note payable in money other than that stated in the Notes,


 


(6)               make
any change in the provisions of Section 5.08 or Section 5.13,


 


(7)               make
any change in the ranking of this Indenture and the Notes as to a contractual right of payment that would adversely affect the
Holders,


 


(8)               except
as otherwise expressly permitted by this Indenture, modify or release the Guarantee of any
Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse
to the Holders,


 


(9)               make
any change in these amendment and waiver provisions, or


 


(10)             impair
the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (based on an
Officer’s Certificate to such effect).


 


Notwithstanding the foregoing, any amendment
to, or waiver of, the provision of this Indenture or any Security Document that has the effect of releasing all or substantially
all of the Collateral from the Note Liens will require consent of the Holders of at least 66 2/3% in aggregate principal
amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the
Notes).


 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by any affiliate of by the
Company or any Guarantor, shall be considered as though not outstanding.


 


The consent of the Holders is not necessary
under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment, waiver or consent. The consent of the Collateral Trustee shall not be necessary for any amendment,
supplement or waiver to this Indenture, except for any amendment, supplement, waiver or consent to Article Six, Article Fourteen
or Article Fifteen or as to this sentence.


 






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Section 9.03              Execution
of Amendments Supplements or Waivers. The Trustee and the Collateral Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee or the Collateral Trustee. The Company may not sign an amendment, supplement or waiver that requires
consent of Holders until the Board of Directors approves it. In executing any amendment, supplement or waiver, the Trustee or
the Collateral Trustee, as applicable, shall be entitled to receive and (subject to Section 6.01 hereof) shall be fully protected
in relying upon, in addition to the documents required by Section 1.03 hereof, an Officer’s Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and
complies with the provisions hereof.


 


Section 9.04              Effect
of Amendments, Supplements or Waivers. Upon the execution of any supplemental indenture under this Article Nine, this
Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture
for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.05              [Reserved].


 


Section 9.06              Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Notes.


 


Section 9.07              Notice
of Supplemental Indentures. Promptly after the execution by the Company, any Guarantor and the Trustee of any supplemental
indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Holders, in the manner
provided for in Section 1.07, setting forth in general terms the substance of such supplemental indenture. Any failure of
the Company to give such notice to the Holders, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.


 


Article Ten


 


Covenants


 


Section 10.01            Payment
of Principal, Premium, if Any, and Interest. The Company shall pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall
be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 12:00 noon (Eastern
Time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.


 






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The Company shall pay interest on overdue
principal at the rate equal to the then applicable interest rate on the Notes, and it shall pay interest on overdue installments
of interest at the same rate, in any case to the extent lawful.


 


Section 10.02            Maintenance
of Office or Agency. The Company shall maintain an office or agency in the United States where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The Corporate Trust Office of the Trustee shall
be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or
more of such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Company 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands; provided that the Corporate Trust Office of the Trustee shall not be an office or agency of the Company for the purposes
of service of legal process against the Company or any Guarantor.


 


The Company may also from time to time
designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind any such designation. The Company shall give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.


 


Section 10.03            Paying
Agent to Hold Money in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due
date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee in writing
of its action or failure so to act.


 


Whenever the Company shall have one or
more Paying Agents for the Notes, it shall, on or before each due date of the principal of (or premium, if any) or interest on
any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of such action or any failure so to act.


 


The Company shall cause each Paying Agent
(other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent shall:


 


(1)               hold
all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 






    	 	98	 



     


    

 


(2)               give
the Trustee notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of principal
(and premium, if any) or interest; and


 


(3)               at
any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.


 


Subject to applicable laws relating to
abandoned property, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as Trustee thereof, shall thereupon cease.


 


Section 10.04            Corporate
Existence. Subject to Article Eight, the Company 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, limited liability company, partnership or other existence
of each Guarantor that is a Significant Subsidiary, in accordance with the respective organizational documents (as the same may
be amended from time to time) of the Company or any such Guarantor; provided, however, that the Company shall not
be required to preserve any such corporate, limited liability company, partnership or other existence if the Board of Directors
of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries as a whole.


 


Section 10.05            Payment
of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all material taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge
whose amount, applicability or validity is being contested in good faith by appropriate proceedings or negotiations or where the
failure to effect such payment is not adverse in any material respect to the Holders of the Notes. Notwithstanding anything to
the contrary contained in this Indenture, the Company and its Restricted Subsidiaries may, to the extent required to do so by
law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments
under this Indenture.


 






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Section 10.06            Statement
by Officers as to Default.


 


(a)            The
Company shall deliver to the Trustee within 120 days after the end of each fiscal year, an Officer’s Certificate stating
that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled,
and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture
and further stating, as to each such Officer signing such certificate, that, to the best of his or her knowledge, the Company
during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries
to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default occurred during
such year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do
know of such Default that is continuing, the certificate shall specify such Default and that, to the best of his or her knowledge,
no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event. The Officer’s Certificate shall also notify the
Trustee in writing should the Company elect to change the manner in which it fixes its fiscal year-end.


 


(b)            When
any Default has occurred and is continuing under this Indenture, the Company shall deliver to the Trustee and the Collateral Trustee
an Officer’s Certificate specifying such event, notice or other action within ten Business Days of becoming aware of its
occurrence.


 


Section 10.07            Reports
and Other Information.


 


(a)            If,
at any time, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC, subject to the following sentence, and provide the Trustee (and, upon written request, the holders of
the Notes, to the extent not publicly available on the SEC’s EDGAR system (or any successor system) or the Company’s
website) such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings by
the Company of such reports under such Sections and containing, in all material respects, the information and audit reports required
for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any
reason, the Company will provide the Trustee and make available to the holders of the Notes, prospective investors, market makers
affiliated with any Initial Purchaser and securities analysts the reports specified in the preceding sentence by posting such
reports to its website or on IntraLinks or any comparable password protected online data system, in each case, within 15 days
after the time the Company would be required to file such information with the SEC if it were a non accelerated filer subject
to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, (1) none of the foregoing reports (A) will
be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes Oxley Act of 2002, or related
Items 307 and 308 of Regulation S-K promulgated by the SEC, (B) will be required to comply with Regulation G or Item 10(e) of
Regulation S-K promulgated by the SEC (with respect to any non GAAP financial measures contained therein), (C) will be required
to contain the separate financial information for Guarantors and non-Guarantor subsidiaries contemplated by Rule 3 10 of
Regulation S-X promulgated by the SEC, (D) will be required to present compensation or beneficial ownership information and
(E) will be required to contain information required by Item 601 of Regulation S-K and (2) if any parent of the Company
becomes a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described
above may be those of the parent, rather than those of the Company, so long as such filings would satisfy the SEC’s requirements;
provided that such reports include a reasonable explanation of the material differences between the assets, liabilities and results
of operations of such parent and its consolidated Subsidiaries on the one hand, and the Company and its Restricted Subsidiaries
on the other hand.


 






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(b)            In
addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will agree that, for so long as any Notes remain outstanding, it will furnish to the holders of the Notes and
to prospective investors, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(c)            Delivery
of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information
and such Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein,
or determinable from information contained therein including our compliance with any of its covenants thereunder (as to which
such trustee is entitled to rely exclusively on an Officer’s Certificate).


 


(d)           Any
subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant
to the covenants contained in this Indenture.


 


(e)            The
Company shall:


 


(1)               at
any time after the Company releases its earnings for any annual or quarterly period, but in no event later than 10 Business Days
after furnishing to the Trustee (or filing with the SEC) the annual and quarterly reports required by clause (a) above, hold
a conference call to discuss such reports and the results of operations for the relevant reporting period (which conference call
may, at the option of the Company, be the same conference call that the Company’s shareholders and/or equity research analysts
are invited to); and


 


(2)               issue
a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference
call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including
all information necessary to access the call or directing noteholders, prospective investors, broker-dealers and securities analysts
to contact the appropriate person at the Company to obtain such information.


 


(f)            The
Trustee shall have no obligation to determine if and when the Company’s financial statements or reports are available to
Holders and accessible electronically. Delivery of reports, information and documents to the Trustee under this Indenture is for
informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive
notice of any information contained therein, or determinable from information contained therein, including the Company’s
compliance with any of the Company’s covenants set forth herein (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).


 






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(g)            The
subsequent filing or making available of any materials or conference call required by this covenant shall be deemed automatically
to cure any Event of Default resulting from the failure to file or make available such materials or conference call within the
required timeframe.


 


Section 10.08            Limitation
on Restricted Payments.


 


(a)            The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:


 


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


 


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


 


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


 


(2)               purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any other direct or indirect parent
of the Company, including in connection with any merger or consolidation;


 


(3)               make
any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled
repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Company or a Guarantor, other than:


 


(x)            Indebtedness
permitted under clause (7) or (8) of Section 10.09(b); or


 


(y)            the
purchase, redemption, defeasance, repurchase, retirement or other acquisition of Subordinated Indebtedness purchased in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of purchase, redemption, defeasance, repurchase, retirement or other acquisition; or


 






    	 	102	 



     


    

 


(4)               make
any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


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


 


(B)            immediately
after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 10.09(a);
and


 


(C)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted
Subsidiaries after the Issue Date pursuant to this Section 10.08(a) or clauses (1), (2) (with respect to Retired
Capital Stock), (6) and (11) of Section 10.08(b) (and excluding, for the avoidance of doubt, all other Restricted
Payments made pursuant to Section 10.08(b)), is less than the sum, without duplication, of:


 


(1)            (x) $35.0
million plus (y) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the
first day of the fiscal quarter in which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter
for which internal financial statements of the Company are available at the time
of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such
deficit, plus


 


(2)            100%
of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities
or other property received by the Company after the Issue Date (less the amount of such net cash proceeds to the extent
such amount has been relied upon to permit (A) the incurrence of Indebtedness, or issuance of Disqualified Stock or Preferred
Stock pursuant to Section 10.09(b)(21)(B))) or (B) the payment of Excluded Contributions from the issue or sale of:


 


(x)            (i) Equity
Interests of the Company (other than any Permitted Warrant Transactions), but excluding cash proceeds and the fair market value,
as determined in good faith by the Company, of marketable securities or other property received from the sale of Equity Interests
to any future, present or former employees, directors, managers or consultants of the Company, any direct or indirect parent company
of the Company or any of the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to
Restricted Payments made in accordance with Section 10.08(b)(4); and


 






    	 	103	 



     


    

 


(ii)            to
the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent companies; or


 


(y)            debt
securities of the Company that have been converted into or exchanged for such Equity Interests of the Company or for Equity Interests
of the Company’s direct or indirect parent companies;


 


provided
that this clause (2) shall not include the proceeds from (a) Equity Interests of the Company or debt securities
of the Company that have been converted into or exchanged for Equity Interests of the Company sold to a Restricted Subsidiary
or the Company, as the case may be, (b) Disqualified Stock or debt securities that have been converted into or exchanged
for Disqualified Stock or (c) Excluded Contributions, plus


 


(3)            100%
of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities
or other property contributed to the capital of the Company after the Issue Date (less the amount of such net cash proceeds
to the extent such amount has been relied upon to permit the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred
Stock pursuant to Section 10.09(b)(21)(B) (other than any contribution made by a Restricted Subsidiary and other than
any Excluded Contribution), plus


 


(4)            to
the extent not already included in Consolidated Net Income, 100% of the aggregate amount received in cash and the fair market
value, as determined in good faith by the Company, of marketable securities or other property received after the Issue Date by
means of;


 


(A)            the
sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company
or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from the Company or any Restricted
Subsidiary and repayments to the Company or a Restricted Subsidiary of loans or advances that constitute Restricted Investments;
or


 


(B)            the
sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary or other equity investee (other than in each case to the extent the Investment in such Unrestricted
Subsidiary or other equity investee was made by the Company or a Restricted Subsidiary pursuant to Section 10.08(b)(13) or
(14) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary or other
equity investee.


 






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(b)           The
foregoing provisions shall not prohibit:


 


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


 


(2)            the
redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or
Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange
for, or out of the proceeds of the sale, within 60 days of such redemption, repurchase, retirement
or other acquisition (other than to a Restricted Subsidiary) of, Equity Interests of the Company (in each case, other than any
Disqualified Stock);


 


(3)            the
defeasance, redemption, repurchase or other acquisition or retirement of (a) Subordinated Indebtedness of the Company or
a Restricted Subsidiary made by exchange for, or out of the proceeds of the sale, within 90 days of such, redemption, repurchase,
retirement or other acquisition of, new Indebtedness of such Person or (b) Disqualified Stock of the Company or a Restricted
Subsidiary made by exchange for, or out of the proceeds of the sale, within 60 days of such redemption, repurchase, retirement
or other acquisition of, Disqualified Stock of such Person that, in each case, is incurred in compliance with Section 10.09
so long as:


 


(A)            the
principal amount (or accreted value, if applicable) of such new Indebtedness or liquidation preference of such new Disqualified
Stock does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness or the liquidation
preference of the Disqualified Stock being so defeased, redeemed, repurchased, acquired or retired for value, plus the amount
of any accrued and unpaid interest and premium required to be paid under the terms of the instrument governing the Subordinated
Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, acquired or retired, any tender premiums and any
reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock;


 


(B)            such
Indebtedness is subordinated to the Notes in right of payment at least to the same extent as such Subordinated Indebtedness so
defeased, redeemed, repurchased, acquired or retired;


 


(C)            such
Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than (x) the final scheduled maturity
date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, acquired or retired or (y) one
year after the final stated maturity of the Notes; and


 


(D)            such
Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than (x) the remaining Weighted
Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, acquired
or retired or (y) one year after the final stated maturity of the Notes;


 






    	 	105	 



     


    

 


(4)               a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of the Company or any of the Company’s direct or indirect parent companies held by any future,
present or former employee, director, manager or consultant of the Company, any of its Subsidiaries or any of its direct or indirect
parent companies, or their estates or the beneficiaries of such estates, pursuant to any management equity plan or stock option
plan or any other management or employee benefit plan or agreement;


 


provided,
however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year
$10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following proviso) of $15.0 million in any calendar year); provided, further, however, that such amount
in any calendar year may be increased by an amount not to exceed


 


(A)            the
cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed
to the Company, Equity Interests of any of the Company’s other direct or indirect parent companies, in each case to members
of management, directors, managers or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent
companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise
been applied to the payment of Restricted Payments by virtue of clause (4)(C) of Section 10.08(a); plus


 


(B)            the
amount of cash bonuses otherwise payable to members of management, directors or consultants of the Company that are foregone in
exchange for the receipt of Equity Interests of the Company pursuant to any compensation arrangement; plus


 


(C)            the
cash proceeds of key man life insurance policies received by the Company and the Restricted Subsidiaries after the Issue Date,
less


 


(D)            the
amount of any Restricted Payments previously made pursuant to sub-clauses (A) and (B) of this clause (4);


 


and provided, further, that cancellation of Indebtedness
owing to the Company from members of management, directors, managers or consultants of the Company, any of its direct or indirect
parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its
direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any
other provision of this Indenture;


 


(5)               the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted
Subsidiary issued in accordance with Section 10.09 to the extent such dividends are included in the definition of “Fixed
Charges”;


 






    	 	106	 



     


    

 


(6)               repurchases
of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of
the exercise price of such options or warrants and repurchases of Equity Interests in connection with the exercise of stock options
or warrants to the extent necessary to pay applicable withholding or similar taxes;


 


(7)               cash
payments in lieu of the issuance of fractional shares in connection with the exercise, conversion, redemption or exchange of warrants,
options or other securities convertible into or exchangeable for Capital Stock of the Company or a Restricted Subsidiary;


 


(8)               the
declaration and payment of dividends by the Company to, or the making of loans to, its direct or indirect parent companies in
amounts required for the Company’s direct or indirect parent companies to pay:


 


(A)            franchise
taxes and other fees, taxes and expenses, in each case, required to maintain their corporate existence;


 


(B)            consolidated,
combined or similar federal, state, local and non-U.S. income taxes of any direct or indirect parent company, to
the extent such income taxes are attributable to the income of the Company and the Restricted Subsidiaries and, to the
extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent
attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in
any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect
of foreign, federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted
Subsidiaries (to the extent set forth above) to pay such taxes separately from any such parent company;


 


(C)            customary
salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to
the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted
Subsidiaries;


 


(D)            general
corporate overhead expenses of any direct or indirect parent company of the Company (including indemnification claims made by
directors or officers of any direct or indirect parent company of the Company) to the extent such expenses are attributable to
the ownership or operation of the Company and the Restricted Subsidiaries;


 


(E)            reasonable
fees and expenses incurred in connection
with any unsuccessful debt or equity offering by such direct or indirect parent company of
the Company;


 






    	 	107	 



     


    

 


(F)            reasonable
fees and expenses incurred in connection with any unsuccessful merger, acquisition or divestiture by such direct or indirect parent
company of the Company (provided that any dividends or loans made pursuant to this clause (F) do not exceed $2.0 million
in the aggregate); and


 


(G)            any
noncash “deemed dividend” resulting from a parent company offsetting income against losses of the Company which does
not involve any cash distribution by the Company;


 


(9)               the
repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in connection with events
similar to those set forth under Section 10.15 and Section 10.16; provided that, prior to such repurchase, redemption
or other acquisition, the Company (or a third party to the extent permitted by this Indenture) shall have made a Change of Control
Offer or Asset Sale Offer, as the case may be, with respect to the Notes and shall have repurchased all Notes validly tendered
and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;


 


(10)             distributions
or payments of Receivables Fees;


 


(11)             payments
or distributions to dissenting stockholders of Capital Stock of the Company pursuant to applicable law, pursuant to or in connection
with a consolidation, amalgamation, merger or transfer or assets that complies with the provisions of this Indenture applicable
to amalgamations, mergers, consolidations and transfer of all or substantially all of the property and assets of the Company or
any of its Restricted Subsidiaries;


 


(12)             other
Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this clause (12)
and then outstanding, does not exceed the greater of (x) $40.0 million per fiscal year of the Company and (y) 2.5% of
Consolidated Total Assets;


 


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


 


(14)             any
Restricted Payments; provided, after giving pro forma effect thereto for the most recently ended four full fiscal quarters for
which internal financial statements are available, the Total Net Leverage Ratio would be no greater than 3.00 to 1.00;


 


(15)             the
making of cash payments in connection with any conversion of Convertible Indebtedness in an aggregate amount since the date of
the indenture not to exceed the sum of (a) the principal amount of such Convertible Indebtedness plus (b) any payments
received by the Company or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related
Permitted Bond Hedge Transaction; and


 


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


 






    	 	108	 



     


    

 


provided,
however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (12) and (16)
above, no Default shall have occurred and be continuing or would occur as a consequence thereof.


 


In determining whether any Restricted Payment
is permitted by this Section 10.08, the Company and its Restricted Subsidiaries may allocate all or any portion of such Restricted
Payment among the categories (or portions thereof) set forth in clauses (1) through (16) of Section 10.08(b) or
among such categories (or portions thereof) and the types of Restricted Payments set forth in Section 10.08(a) (including
categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, all such
Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of this Section 10.08
and provided further that the Company and its Restricted Subsidiaries may reclassify all or a portion of such Restricted
Payment or Permitted Investment in any manner that complies with this Section 10.08 (based on circumstances existing at the
time of such reclassification), and following such reclassification such Restricted Payment or Permitted Investment shall be treated
as having been made pursuant to only the clause or clauses of this Section 10.08 (or portions thereof) to which such Restricted
Payment or Permitted Investment has been reclassified.


 


As of the time of issuance of the Notes,
none of the Company’s Subsidiaries shall be Unrestricted Subsidiaries. The Company shall not permit any Unrestricted Subsidiary
to become a Restricted Subsidiary except pursuant to the penultimate paragraph of the definition of “Unrestricted Subsidiary.”
For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company
and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted
Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation
shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 10.08(a),
Section 10.08(b) or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants
set forth in this Indenture.


 


Section 10.09             Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.


 


(a)            The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively,
an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), and the Company shall
not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified
Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness)
or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness),
issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio on a consolidated
basis for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified
Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 in each case, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the
beginning of such four-quarter period; provided, further, that the amount of Indebtedness (including Acquired Indebtedness),
Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted
Subsidiaries that are not Guarantors shall not exceed the greater of (i) $50.0 million and (ii) 3.5% of the Consolidated
Total Assets at any one time outstanding.


 






    	 	109	 



     


    

 


(b)            The
foregoing limitations shall not apply to any of the following items (collectively, “Permitted Debt”):


 


(1)               Indebtedness
incurred pursuant to Credit Facilities by the Company or any Restricted Subsidiary (i) in an amount such that immediately
after giving pro forma effect to any such incurrence (including a pro forma application of the net proceeds therefrom), the aggregate
principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed an amount equal
to the greater of (x) $325.0 million, and (y) the Borrowing Base as of the date of such incurrence and (ii) consisting
of Permitted Additional Pari Passu Obligations;


 


(2)               the
incurrence by the Company and any Guarantor of Indebtedness represented by the Notes issued on the Issue Date and the Guarantees
thereof;


 


(3)               Existing
Indebtedness (other than Indebtedness set forth in clauses (1) and (2) of this Section 10.09(b));


 


(4)               Indebtedness
(including Attributable Debt incurred by the Company or any Restricted Subsidiary pursuant to Sale and Lease-Back Transactions
of property (real or personal), and Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company
or any of the Restricted Subsidiaries, to finance the development, construction, purchase, lease of property (real or personal),
equipment or other fixed or capital assets owned by the Company or any Restricted Subsidiary as of the Issue Date or acquired
by the Company or any Restricted Subsidiary after the Issue Date in exchange for, or with the proceeds of the sale of, such assets
owned by the Company or any Restricted Subsidiary as of the Issue Date), repairs, additions or improvement of property (real or
personal), equipment or other fixed or capital assets that are used or useful in a Similar Business which incurrence occurs within
365 days of such financing, construction, purchase, lease, repair, addition or improvement, whether through the direct purchase
of assets or the Capital Stock of any Person owning such assets and any Permitted Refinancing Indebtedness incurred to refund,
replace or refinance any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4); provided
that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4) (including
any such Permitted Refinancing Indebtedness) does not exceed the greater of (x) $50.0 million and (y) 3.5% of Consolidated
Total Assets at any one time outstanding;


 






    	 	110	 



     


    

 


(5)               Indebtedness
incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit
and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’
compensation claims, health, disability or other benefits to employees or former employees or their families or property or other
Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;


 


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


 


(A)            such
Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred
to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected
on such balance sheet for purposes of this clause (6)(A); and


 


(B)            the
maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds
(the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent
changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;


 


(7)               Indebtedness
of the Company to a Restricted Subsidiary; provided that (except in respect of intercompany current liabilities incurred
in the ordinary course of business in connection with the cash management, tax and accounting operations of the Company and its
Subsidiaries) any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right
of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any
other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer
of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence
of such Indebtedness not permitted by this clause (7);


 


(8)               Indebtedness
of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that, if a Guarantor incurs such Indebtedness
to a Restricted Subsidiary that is not a Guarantor (except in respect of intercompany current liabilities incurred in the ordinary
course of business in connection with the cash management, tax and accounting operations of the Company and its Subsidiaries),
such Indebtedness is expressly subordinated in right of payment to the Guarantee of such Guarantor; provided, further,
that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Restricted Subsidiary holding
such Indebtedness ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company
or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this
clause (8);


 






    	 	111	 



     


    

 


(9)               Preferred
Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance
or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary that holds such shares of
Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an
issuance of such shares of Preferred Stock not permitted by this clause (9);


 


(10)             Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) (A) for the purpose of fixing or hedging
interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding, (B) for
the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchange or (C) for the purpose
of fixing or hedging commodity pricing risk with respect to any commodity purchases or sales and, in each case, extensions or
replacements thereof;


 


(11)             Indebtedness
and obligations in respect of (v) the financing of insurance premiums, (w) property, casualty or liability insurance
or self-insurance and obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar
obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business, (x) deferred compensation
or other similar arrangements incurred by the Company or any of its Restricted Subsidiaries, (y) unemployment, health, disability
or other employee benefits incurred in the ordinary course of business and (z) the financing of insurance premiums or take-or-pay
obligations contained in supply arrangements incurred in the ordinary course of business;


 


(12)             (x) any
guarantee by the Company or a Restricted Subsidiary of Indebtedness or other Obligations of any Restricted Subsidiary, so long
as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of this Indenture or (y) any
guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of this Indenture;
provided that such guarantee is incurred in accordance with Section 10.13;


 


(13)             the
incurrence by the Company or any Restricted Subsidiary of any Permitted Refinancing Indebtedness in exchange for, or the net proceeds
of which are used to extend, replace, refund, refinance, renew, defease or retire any Indebtedness, Disqualified Stock or Preferred
Stock incurred as permitted under Section 10.09(a) and clauses (2), (3) and (4) above, this clause (13), and
clauses (14), (19) and (21)(B) below of this Section 10.09(b):


 






    	 	112	 



     


    

 


(14)             Indebtedness,
Disqualified Stock or Preferred Stock (x) of the Company or any of its Restricted Subsidiaries incurred to finance or assumed
in connection with the acquisition of any Person or assets or (y) of Persons that are acquired by the Company or any Restricted
Subsidiary or merged, consolidated or amalgamated with or into the Company or a Restricted Subsidiary in accordance with the terms
of this Indenture; provided that either


 


(A)            After
giving effect to such acquisition or merger, consolidation or amalgamation, either:


 


(i)            the
Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in Section 10.09(a); or


 


(ii)            the
Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries on a consolidated basis is greater than immediately
prior to such acquisition or merger, consolidation or amalgamation; or


 


(B)            such
Indebtedness, Disqualified Stock or Preferred Stock (i) is not Secured Indebtedness and is Subordinated Indebtedness with
then current customary subordination terms, as attested to by a Board Resolution, (ii) is incurred at a time when no Default
exists and no Default shall result therefrom, (iii) does not mature (and is not mandatorily redeemable in the case of Disqualified
Stock or Preferred Stock) and does not require any payment of principal prior to the final maturity
of the Notes, (iv) is incurred by the Company or a Guarantor and (v) in the case of sub-clause (y) above only,
is not incurred in contemplation of such acquisition or merger, consolidation or amalgamation;


 


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


 


(16)             Indebtedness
of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to a Credit Facility,
in a principal amount not in excess of the stated amount of such letter of credit;


 


(17)             Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition
and any Permitted Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness, Disqualified Stock and Preferred
Stock incurred pursuant to this clause (17) which, when aggregated with the principal amount of all other Indebtedness, Disqualified
Stock and Preferred Stock incurred pursuant to this clause (17) and then outstanding (including any such Permitted Refinancing
Indebtedness) does not exceed (x) $75.0 million and (y) 3.5% of Consolidated Total Assets (it being understood that
any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (17) shall cease to be deemed incurred
or outstanding for purposes of this clause (17) but shall be deemed incurred pursuant to Section 10.09(a) from
and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified
Stock or Preferred Stock pursuant to Section 10.09(a) without reliance on this clause (17));


 






    	 	113	 



     


    

 


(18)             Indebtedness
owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course
of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection
with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries;


 


(19)             Indebtedness
incurred by a Foreign Subsidiary and any Permitted Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness
incurred pursuant to this clause which, when aggregated with the principal amount of all other Indebtedness incurred pursuant
to this clause (19) and then outstanding, does not exceed the greater of (x) $50.0 million and (y) 3.5% of Consolidated
Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause
(19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred pursuant to
Section 10.09(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred
such Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 10.09(a) without reliance on this clause
(19));


 


(20)             Indebtedness
issued by the Company or any Restricted Subsidiary to current or former employees, directors, managers and consultants thereof,
their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of
the Company, or any direct or indirect parent company of the Company to the extent set forth in Section 10.08(b)(4);


 


(21)             so
long as no Default or Event of Default has occurred and is continuing or would result from the incurrence thereof. Indebtedness,
Disqualified Stock and Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder
in an aggregate principal amount or liquidation preference, which, when aggregated with the
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant
to this clause (21) and then outstanding, does not at any one time outstanding exceed
the greater of (x) $150.0 million and (y) 10.0% of Consolidated Total Assets, plus the net cash received from the sale
of Equity Interests; and


 


(22)             obligations
in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements in each case in connection with Deposit Accounts.


 






    	 	114	 



     


    





 


(c)          For
purposes of determining compliance with this Section 10.09:


 


(1)            in
the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories
(or portions thereof) set forth in clauses (1) through (22) of Section 10.09(b) or is entitled to be incurred
pursuant to Section 10.09(a), the Company, in its sole discretion, shall be permitted to classify or reclassify, or later
divide, classify or reclassify (based on circumstances existing at the time of such reclassification), such item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof), in each case to any category of Permitted Debt set forth in clauses
(1) through (22) of Section 10.09(b) above or Section 10.09(a) in a manner that complies with this Section 10.09,
including by allocating the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one or more of the
above clauses (or portions thereof) or under Section 10.09(a); provided that all Indebtedness outstanding or commitments
to extend credit established, in each case, under the ABL Facility on the Issue Date shall be deemed to have been incurred on
such date in reliance on the exceptions in Section 10.09(b)(1)(i), (10) and (22), as applicable;


 


(2)            with
respect to Indebtedness incurred under a Credit Facility pursuant to Section 10.09(b)(1), reborrowings of amounts previously
repaid pursuant to “cash sweep” provisions or any similar provisions under such Credit Facility that provide that
Indebtedness is deemed to be repaid daily or upon receipt of collateral proceeds (or otherwise periodically) shall only be deemed
for purposes of this Section 10.09 to have been incurred on the date such Indebtedness was first incurred and not on the
date of any subsequent reborrowing thereof, in each case unless actually repaid other than pursuant to such “cash sweep”,
receipt of collateral proceeds or other similar provisions;


 


(3)            any
Credit Facility incurred under Section 10.09(b)(1) may be refinanced at any time if the aggregate principal amount of
such refinancing does not exceed the greater of (i) the aggregate principal amount of Indebtedness permitted to be incurred
pursuant to such clause (1) and (ii) the aggregate principal amount of the Credit Facility being refinanced (together
with accrued and unpaid interests and any premiums or fees associated with such refinancing) and, in the case of a refinancing
of Indebtedness outstanding under the ABL Facility in effect on the Issue Date, such refinancing shall be treated for all purposes
as incurred under such clause (1)(i);


 


(4)            the
principal amount of amount of Indebtedness outstanding under any clause of this covenant will be determined after giving effect
to the application of proceeds of such Indebtedness to refinance such other Indebtedness substantially concurrently with or reasonably
thereafter;


 


(5)            at
the time of Incurrence, division, classification or reclassification, the Company will be entitled to divide and classify an item
of Indebtedness in more than one of the categories of Indebtedness described in the Section 10.09(a) hereof or clauses
(1) through (21) above of the definition of “Permitted Debt” (or any portion thereof) without giving pro forma
effect to the Indebtedness Incurred, divided, classified or reclassified pursuant to any other clause or paragraph above (or any
portion thereof) when calculating the amount of Indebtedness that may be Incurred, divided, classified or reclassified pursuant
to any such clause or paragraph (or any portion thereof) at such time; and


 






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(6)            in
connection with the Incurrence or issuance, as applicable, of (x) revolving loan Indebtedness, including under the ABL Facility,
under this covenant or (y) any commitment relating to the Incurrence or issuance of Indebtedness, Disqualified Stock or Preferred
Stock under this Section 10.09 and the granting of any Lien to secure such Indebtedness, the Company or applicable Restricted
Subsidiary may designate such Incurrence or issuance and the granting of any Lien therefor as having occurred on the date of first
Incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related subsequent
actual Incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under this Indenture to have
been Incurred or issued and granted on such Deemed Date, including, without limitation, for purposes of calculating the Fixed
Charge Coverage Ratio, usage of any baskets hereunder (if applicable) and EBITDA (and all such calculations on and after the Deemed
Date until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed Incurrence
or issuance, the granting of any Lien therefor and related transactions in connection therewith).


 


(d)         The
accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified
Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes
of this Section 10.09.


 


(e)         For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or incurred (as determined
by the Company), in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace,
refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding,
refinancing, renewal or defeasance would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or
defeasance, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount
of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded,
refinanced, renewed or defeased, plus any premiums and expenses in connection therewith.


 


(f)         The
principal amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred
in a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated
based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.


 






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Section 10.10    Liens.


 


(a)           The
Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, to, enter into, create, incur
or assume any Liens that secure obligations under any Indebtedness of any kind, on or with respect to the Collateral except Permitted
Collateral Liens. Subject to the immediately preceding sentence, the Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any
Indebtedness on any asset or property of the Company or any Restricted Subsidiary (other than the Collateral) now owned or hereafter
acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom,
except Permitted Liens.


 


(b)           For
purposes of determining compliance with this Section 10.10, (A) a Lien securing an item of Indebtedness need not be
permitted solely by reference to clause (a) above or to one category (or portion thereof) of Permitted Liens set forth in
clauses (1) through (36) of the definition of “Permitted Liens” but may be permitted in part under any combination
thereof and (B) in the event that a Lien securing an item of Indebtedness, Disqualified Stock or Preferred Stock (or any
portion thereof) meets the criteria of the above paragraph or one or more of the categories (or portions thereof) of Permitted
Liens set forth in clauses (1) through (36) of the definition of “Permitted Liens,” the Company shall, in its
sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Indebtedness
(or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification
or reclassification) with this Section 10.10.


 


(c)           With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the
accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness
with the same terms or in the form of common equity of the Company or any direct or indirect parent of the Company, the payment
of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue
discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations
in the exchange rate of currencies or increases in the value of property securing Indebtedness set forth in the definition of
 “Indebtedness.”


 


Section 10.11    Limitations
on Transactions with Affiliates.


 


(a)           The
Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each
of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $15.0
million, unless


 






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


 


(2)            the
Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate payments or consideration in excess of $15.0 million, a Board Resolution adopted by the majority of the members of the
Board of Directors of the Company approving such Affiliate Transaction and set forth in an
Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above.


 


(b)          The
foregoing provisions shall not apply to the following:


 


(1)            transactions
between or among the Company or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result
of such transaction):


 


(2)            Restricted
Payments permitted by Section 10.08 and the definition of “Permitted Investments”;


 


(3)            transactions
pursuant to compensatory, benefit and incentive plans and agreements with officers, directors, managers or employees of the Company
or any of its Restricted Subsidiaries approved by a majority of the Board of Directors of the Company (or a parent company thereof)
in good faith;


 


(4)            the
payment of reasonable and customary fees and reimbursements paid to, and indemnities provided on behalf of, officers, directors,
managers, employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary;


 


(5)            transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets
the requirements of Section 10.11(a)(1);


 


(6)            payments
or loans (or cancellations of loans) to officers, directors, employees or consultants of the Company, any of its direct or indirect
parent companies or any Restricted Subsidiary and employment agreements, employee benefit plans, stock option plans and other
compensatory or severance arrangements with such employees or consultants that are, in each case, approved by the Company (or
a parent company thereof) in good faith;


 


(7)            any
agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment
is not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue
Date as reasonably determined by the Company in good faith, as evidenced by an Officer’s Certificate);


 






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(8)            the
existence of, or the performance by the Company or any of the Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to
which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however,
that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment
to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this
clause (8) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole,
or new agreement are not otherwise more disadvantageous to the Holders in any material respect than the terms of the original
agreement in effect on the Issue Date as reasonably determined in good faith by the Company, as evidenced by an Officer’s
Certificate;


 


(9)            transactions
with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to
joint venture agreements), in each case in the ordinary course of business and otherwise in compliance with the terms of this
Indenture that are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors
or the senior management of the Company (or a parent company thereof), or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party;


 


(10)          the
issuance of Equity Interests (other than Disqualified Stock) of the Company;


 


(11)          sales
of accounts receivable, or participations therein, in connection with any Receivables Facility;


 


(12)          transactions
with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries,
so long as such transaction is with (or is offered to) all holders of such class (and there are such non-Affiliate holders) and
such Affiliates are treated no more favorably than all other holders of such class generally;


 


(13)          any
transaction in which the only consideration paid by the Company or any Restricted Subsidiary consists of Equity Interests (other
than Disqualified Stock) of the Company;


 


(14)          transactions
with any joint venture engaged in a Similar Business; provided that all the outstanding ownership interests of such joint
venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company;


 


(15)          any
merger, consolidation or reorganization of the Company with an Affiliate of the Company solely for the purpose of reincorporating
the Company in a new jurisdiction;


 






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(16)          any
agreement that provides customary registration rights to the equityholders of the Company or any parent of the Company and the
performance of such agreements;


 


(17)          transactions
between the Company or any Restricted Subsidiary and any person that is an Affiliate of the Company or any Restricted Subsidiary
solely because a director of such Person is also a director of the Company or any direct or indirect parent of the Company; provided
that such director abstains from voting as a director of the Company or any direct or indirect parent, as the case may be,
on any matter involving such other Person; and


 


(18)          credit
support arrangements where the Company is not required to make cash payments to the credit support provider other than the reimbursement
of direct obligations and expenses of the credit support provider.


 


Section 10.12    Limitations
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit
any Restricted Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


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


 


(2)            pay
any Indebtedness owed to the Company or any Restricted Subsidiary; or


 


(3)            make
loans or advances to the Company or any Restricted Subsidiary; provided that (x) the priority of any Preferred Stock in receiving
dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the
subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted
Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary, in each case, shall not be deemed to constitute
such an encumbrance or restriction; or


 


(b)          sell,
lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary; except (in each case) for such
encumbrances or restrictions existing under or by reason of:


 


(1)            contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to the ABL Facility and the related documentation
(including security documents and intercreditor agreements) and Hedging Obligations;


 


(2)            this
Indenture, the Notes, any Additional Notes permitted to be incurred under this Indenture and the Guarantees;


 






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(3)            purchase
money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions
of the nature discussed in clause (b) above on the property so acquired;


 


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


 


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


 


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


 


(7)            Secured
Indebtedness otherwise permitted to be incurred pursuant to Section 10.09 and Section 10.11 that limit the right of
the debtor to dispose of the assets securing such Indebtedness;


 


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


 


(9)            other
Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant
to the provisions of Section 10.09;


 


(10)          customary
provisions in joint venture agreements, asset sale agreements, sale and leaseback agreements and other similar agreements;


 


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


 


(12)          restrictions
created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after
the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Company, to effect such Receivables
Facility;


 


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


 






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(14)          any
Restricted Investment not prohibited by the Section 10.08 and any Permitted Investment; and


 


(15)          any
encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially
more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts,
instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more restrictive with respect to such encumbrances and other restrictions
than those contained in such
contracts, instruments or obligations as in effect on the Issue Date.


 


Section 10.13    Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall cause each existing and subsequently
acquired or organized direct or indirect Wholly Owned Subsidiary that is a Restricted Subsidiary that incurs or guarantees any
Indebtedness under the ABL Facility or any other Indebtedness for borrowed money in a principal amount in excess of $5.0 million
to guarantee the Notes and such Restricted Subsidiary shall:


 


(1)            within
30 days (i) execute and deliver a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary,
except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, that is by its express terms subordinated
in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect
to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness
is subordinated in right of payment to the Notes and (ii) execute and deliver joinders to the Security Documents or additional
Security Documents and take all actions required thereunder to grant a perfected first priority Lien to the Collateral Trustee
on all Notes Collateral and a second priority Lien on all Priority ABL Collateral of such Restricted Subsidiary;


 


(2)            waive
and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary
under its Guarantee; and


 


(3)            deliver
to the Trustee an Opinion of Counsel to the effect that such Guarantee constitutes a valid, binding and enforceable obligation
of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws
(including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject
to general principles of equity.


 






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Section 10.14    [Reserved].


 


Section 10.15    Change
of Control.


 


(a)           If
a Change of Control occurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer set forth below
(the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to (but not including) the date of
purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest
Payment Date, except to the extent the Company has elected to redeem all of the Notes under Section 11.01. Within 30 days
following any Change of Control, except to the extent the Company has elected to redeem all of the Notes under Section 11.01,
the Company shall send notice of such Change of Control Offer electronically or by first class mail, with a copy to the Trustee,
to each Holder to the address of such Holder appearing in the security register or otherwise in accordance with the procedures
of DTC, with the following information:


 


(1)            that
a Change of Control Offer is being made pursuant to this Section 10.15 and that all Notes properly tendered pursuant to such
Change of Control Offer shall be accepted for payment;


 


(2)            that
the purchase price and the purchase date, which shall be no earlier than 15 days nor later than 60 days from the date such notice
is delivered (the “Change of Control Payment Date”), except in the case of a conditional Change of Control
Offer made in advance of a Change of Control as described below in clause (8) of this paragraph;


 


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


 


(4)            that
unless the Company (or third-party offeror) defaults in the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;


 


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


 


(6)            that
Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided
that the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control
Payment Date, facsimile transmission, electronic transmission or letter or other notice in accordance with DTC procedures setting
forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing
its tendered Notes and its election to have such Notes purchased;


 






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


 


(8)      
      if such notice is sent prior to the occurrence of a Change of Control,
stating the Change of Control Offer is conditional on the occurrence of such Change of Control, and, if applicable, stating that,
in the Company’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control
shall have occurred, or that such purchase may not occur and such notice may be rescinded in the event that the Change of Control
shall not have occurred by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and


 


(9)            the
other instructions determined by the Company, consistent with this covenant, that a Holder must follow in order to have its Notes
purchased.


 


(b)          While
the Notes are in global form and the Company makes a Change of Control Offer, a Holder may exercise its option to elect for the
purchase of the Notes through the facilities of DTC, subject to its rules and regulations.


 


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


 


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


 


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


 


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


 


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


 


(e)           The
Paying Agent shall promptly transmit to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and transmit to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if
any; provided that each such new Note shall be in a minimum principal amount of $2,000 or
an integral multiple of $1,000 in excess thereof.
The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date.


 






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(f)            The
Company shall not be required to make a Change of
Control Offer following a Change of Control if (1) a third party (including an
Affiliate of the Company) makes the Change of Control
Offer in the manner, at the time and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer or (2) a notice of redemption has been given for all of the Notes
pursuant to Section 11.06, unless and until there
is a default in payment of the applicable Redemption Price.
A Change of Control Offer may be made in advance of a Change of Control, and may be made 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 and the Change of Control Payment Date may be extended
automatically until such Change of Control occurs.


 


Section 10.16    Asset
Sales.


 


(a)           The
Company shall not, and shall not permit any Restricted
Subsidiary to, cause, make or otherwise consummate an
Asset Sale, unless:


 


(1)          the
Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal
to the fair market value (as determined in good faith
by the Company) of the assets sold or otherwise disposed of (notwithstanding the foregoing,
the consideration received by the Company or any of its
Restricted Subsidiaries from sales, transfers and other dispositions of Investments in joint ventures to
the extent required by, or made pursuant to, customary buy/sell arrangements between
the joint venture parties set forth in joint venture agreements and similar binding
agreements, shall, in each case, be deemed to be fair market value for purposes of
this Section 10.16(a)); and


 


(2)          except
in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary,
as the case may be, together with all other Asset Sales since the Issue Date on a cumulative basis, is in the form of cash or
Cash Equivalents; provided that, for purposes of this provision, each of the following will be deemed to be cash for purposes
of this clause (2) and for no other purpose


 


(A)            any
liabilities (as shown on the Company’s or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto)
of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated
to the Notes) that are (i) assumed by the transferee of any such assets (or a third party on behalf of the transferee) and
as a result of which the Company or any such Restricted Subsidiary is no longer obligated with respect to such liabilities or
are indemnified against further liabilities or (ii) retired, cancelled or otherwise terminated in connection with such Asset
Sale;


 






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


 


(C)            any
Designated Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate
fair market value (as determined in good faith by the Company), taken together with all other Designated Noncash Consideration
received pursuant to this clause (C) that has not previously been converted to cash, not to exceed the greater of (x) $50.0
million and (y) 2.5% of Consolidated Total Assets at the time of receipt of such Designated Noncash Consideration, with the
fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect
to subsequent changes in value,.


 


(b)          Subject
to the Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents, the Company or the affected Restricted
Subsidiary, as the case may be, within 365 days after the receipt of any Net Proceeds from any Asset Sale of Priority Fixed Assets
Collateral may apply those Net Proceeds at its option:


 


(1)            to
acquire all or substantially all of the assets of, or any Capital Stock of, a Similar Business, if, after giving effect to any
such acquisition, such Similar Business is owned by the Company or a Guarantor; provided that the assets (including Capital
Stock) acquired with the Net Proceeds of a disposition of Collateral are pledged as Collateral as required and as provided under
this Indenture and the Security Documents;


 


(2)            to
make capital expenditures on assets that constitute Priority Fixed Assets Collateral;


 


(3)            to
acquire other assets (including all or substantially all of the assets of, or any Capital Stock of, a Similar Business) that are
subsequently pledged as Priority Fixed Assets Collateral and designated to the Collateral Trustee as such, and that are used or
useful in a Similar Business or that replace the properties and assets that are the subject of such Asset Sale;


 


(4)            to
repay Notes (by redeeming pursuant to Section 11.01, making open market purchases at a price equal to or above 100% of the
principal amount thereof or making an offer to all holders in accordance with the procedures set forth below for an Asset Sale
Offer) and/or Priority Lien Notes Debt such that the amount of Priority Lien Notes Debt repaid does not exceed the product of
(x) the quotient equal to the principal amount of Priority Lien Notes Debt then outstanding divided by the principal amount
of Indenture Obligations and Priority Lien Notes Debt then outstanding, times (y) the Net Proceeds received from such sale
of Priority Fixed Assets Collateral; and/or


 


(5)            any
combination of the foregoing.


 






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(c)           Within
365 days after the receipt of any Net Proceeds from an Asset Sale (other than from an Asset Sale of Priority Fixed Assets Collateral),
the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:


 


(1)            (A) in
the case of Net Proceeds from any Asset Sales of assets that do not constitute Collateral, to repay Indebtedness of a Restricted
Subsidiary that is not a Guarantor, other than obligations owed to the Company or another Restricted Subsidiary or (B) to
repay (i) Permitted ABL Obligations (and, if applicable, to correspondingly reduce the
commitments with respect thereto) or (ii) Priority Lien Notes Debt; provided that, in the case of this clause (ii),
the Company shall equally and ratably reduce Indenture Obligations (based on the respective amount of outstanding Priority Lien
Notes Debt and Indenture Obligations) as provided under Section 11.01 through open-market purchases or otherwise;


 


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


 


(3)            to
make capital expenditures;


 


(4)            to
acquire other assets that are used or useful in a Similar Business or that replace the properties and assets that are the subject
of such Asset Sale; provided that the assets (including Capital Stock) acquired with the Net Proceeds of a disposition
of Priority ABL Collateral are pledged as Collateral as required and as provided under this Indenture and the Security Documents
(except to the extent the Lien thereon is released by the lenders under the ABL Facility); and/or


 


(5)            any
combination of the foregoing.


 


(d)           Any
Net Proceeds from any Asset Sale that are not invested or applied in accordance with the preceding paragraphs within 365 days
from the date of the receipt of such Net Proceeds (it being understood that any portion of the Net Proceeds used to make an offer
to purchase notes as described above shall be deemed to have been invested whether or not such offer is accepted) shall be deemed
to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
shall make an offer to all Holders and, if required by the terms of any Priority Lien Notes Debt, to the holders thereof (an “Asset
Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Priority Lien Notes Debt that is
in an amount equal to at least $2,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date
fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company shall commence
an Asset Sale Offer with respect to Excess Proceeds within 15 Business Days after the date that Excess Proceeds exceed $15.0 million
by mailing or electronically sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.
The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale
Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days (or such longer period provided above)
or with respect to Excess Proceeds of $15.0 million or less.


 






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(e)           Notwithstanding
the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign
Disposition”) are prohibited or delayed by applicable local law from being repatriated to the United States, the amount
equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant, and
such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will
not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts to cause the applicable Foreign
Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation), and if such repatriation
of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted
to be repatriated will be applied (whether or not repatriation actually occurs) in compliance with this covenant (net of any additional
taxes that are or would be payable or reserved against as a result thereof) and (ii) to the extent that the Company has determined
in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition could have a material adverse tax
consequence (which for the avoidance of doubt, includes, but is not limited to, any purchase whereby doing so the Company, any
Restricted Subsidiary or any of their Affiliates and/or equity partners would incur a material tax liability, including as a result
of a material deemed dividend pursuant to Code Section 956 or material withholding tax), the amount equal to the Net Proceeds
so affected will not be required to be applied in compliance with this covenant.


 


(f)           To
the extent that the aggregate amount of Notes and such Priority Lien Notes Debt tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture.
If the aggregate principal amount of Notes or Priority Lien Notes Debt surrendered by such holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select, or cause to be selected, the Notes and the Company shall select, or cause to be
selected such Priority Lien Notes Debt to be purchased on a pro rata basis based on the accreted value or principal amount of
the Notes or such Priority Lien Notes Debt tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
related to such Asset Sale Offer shall be reset at zero and in the case of an Asset Sale Offer being effected in advance of being
required to do so by this Indenture, the amount of Net Proceeds the Company is offering to apply in such Asset Sale Offer shall
be excluded in subsequent calculations of Excess Proceeds.


 


(g)          Pending
the final application of any Net Proceeds pursuant to this Section 10.16, the Company or the applicable Restricted Subsidiary
may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest
such Net Proceeds in any manner not prohibited by this Indenture.


 


(h)          The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to an Asset
Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
set forth in this Indenture by virtue thereof.


 






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(i)           If
the Company is repurchasing less than all of the Notes at any time, the Company shall select the Notes to be repurchased (a) if
the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which such Notes are listed or (b) if such Notes are not so listed, on a pro rata basis to the extent practicable;
provided that no Notes of $2,000 or less shall be repurchased in part.


 


(j)           Within
30 days after the Company becomes obligated to make an Asset Sale Offer, the Company shall send notice of that Asset Sale Offer
electronically or by first class mail, with a copy to the Trustee, to each Holder to the address of that Holder appearing in the
security register with the following information:


 


(1)            that
an Asset Sale Offer is being made pursuant to this Section 10.16, the total amount of the Asset Sale Offer, and that all
Notes properly tendered pursuant to the Asset Sale Offer shall be accepted for payment, subject to prorating if the aggregate
principal amount of Notes tendered is greater than the amount of the Asset Sale Offer, as contemplated by Section 10.16(b);


 


(2)            the
purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice
is provided (the “Asset Sale Payment Date”);


 


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


 


(4)            unless
the Company defaults in the payment of the Asset Sale Offer, all Notes accepted for payment pursuant to the Asset Sale Offer shall
cease to accrue interest on the Asset Sale Payment Date;


 


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


 


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


 


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


 






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(k)          While
the Notes are in global form and the Company makes an Asset Sale Offer, a Holder may exercise its option to elect for the purchase
of the Notes through the facilities of DTC, subject to its rules and regulations.


 


(l)           On
the Asset Sale Payment Date, the Company shall, to the extent permitted by law,


 


(1)           accept
for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer,


 


(2)           deposit
with the Paying Agent an amount equal to the aggregate payment of the Asset Sale Offer, and


 


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


 


(m)          The
Paying Agent shall promptly transmit to each Holder the payment for such Notes in respect of the Asset Sale Offer, and the Trustee
shall promptly authenticate and cause to be delivered to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Asset Sale Offer on or as soon as
practicable after the Asset Sale Payment Date. The Paying Agent, if not the Company, shall return to the Company any cash that
remains unclaimed, together with interest, if any, thereon, held by the Paying Agent for the payment of the amount required pursuant
to the Asset Sale Offer.


 


For
purposes of this Section 10.16, the Net Proceeds attributable to the sale of (i) Priority Fixed Assets Collateral consisting
of Equity Interests of a Person that is not a Guarantor shall be deemed to be equal to the equity value of such Equity Interests
and (ii) a group of assets consisting of both Priority Fixed Assets Collateral and assets that are not Priority Fixed Assets
Collateral shall be deemed to be Net Proceeds from Priority Fixed Assets Collateral and such other assets, respectively, based
on the fair market value of the Priority Fixed Assets Collateral and such other assets (as determined in good faith by the Company,
which determination shall be conclusive absent manifest error).


 


Section 10.17    After-Acquired
Property. Promptly following the acquisition by the Company or any Guarantor of any After-Acquired Property
(but subject to the limitations, if applicable, set forth under Article Fifteen) the Company or such Guarantor shall execute,
deliver and file, if applicable, such mortgages, deeds of trust, security instruments, title insurance policies, surveys, financing
statements and certificates and opinions of counsel, as shall be necessary to vest in the Collateral Trustee either a first priority
or a second priority perfected security (subject to Permitted Liens) interest in such After-Acquired Property depending on whether
such After-Acquired Property consists of Priority Fixed Assets Collateral or Priority ABL Collateral and to have such After-Acquired
Property added to the Priority Fixed Assets Collateral or the Priority ABL Collateral, as applicable, and thereupon all provisions
of this Indenture relating to the Priority Fixed Assets Collateral or the Priority ABL Collateral, as applicable, shall be deemed
to relate to such After-Acquired Property to the same extent and with the same force and effect.


 






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Section 10.18    [Reserved].


 


Section 10.19    Suspension
of Covenants. If on any date following the Issue Date;


 


(a)          the
Notes are rated Baa3 (or its equivalent) or better by Moody’s and BBB- (or its equivalent) or better by S&P (or, if
either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade
credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
under the Exchange Act selected by the Company as a replacement agency) (each, an “Investment Grade Rating”);
and


 


(b)          no
Default or Event of Default shall have occurred and be continuing,


 


then, beginning on that day and
subject to the provision in the following paragraphs, the Company and its Restricted Subsidiaries will no longer be subject to
the Notes and any related default provisions of this Indenture set forth under the following:


 


(1)            Section 10.16;


 


(2)            Section 10.08;


 


(3)            Section 10.09;


 


(4)            Section 8.01(a)(4);


 


(5)            Section 10.11;


 


(6)            Section 10.12;
and


 


(7)            Section 10.13:
(collectively, the “Suspended Covenants”).


 


If
the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the
previous sentence (a “Fall-Away Period”) and, on any subsequent date (the “Reversion Date”),
one or more of the ratings assigned to the Notes are withdrawn or downgraded so that the Notes no longer have an Investment Grade
Rating or an Event of Default (other than with respect to a Suspended Covenant) occurs and is continuing, then the Company and
its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The ability of the Company and its Restricted
Subsidiaries to make Restricted Payments after the time of such withdrawal, downgrade or Event of Default will be calculated as
if Section 10.08 had been in effect during the entire period of time from the Issue Date. Notwithstanding the foregoing,
the continued existence after the end of the Fall-Away Period of facts and circumstances or obligations arising from transactions
that occurred during a Fall-Away Period shall not constitute a breach of any covenant set forth in this Indenture or cause an
Event of Default hereunder. During the Fall-Away Period, the Company’s Board of Directors may not designate any Restricted
Subsidiary to be an Unrestricted Subsidiary.


 






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On
and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated
by any contract entered into during the Fall-Away Period so long as such contract and such consummation would have been permitted
during such Fall-Away Period.


 


For
purposes of Section 10.12, on the Reversion Date, any contractual encumbrances or restrictions entered into during the Fall-Away
Period will be deemed to have been in effect on the Issue Date so that they are permitted under Section 10.12(b)(1).


 


For
purposes of Section 10.16, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.


 


For
purposes of Section 10.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement,
loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Fall-Away Period will
be deemed to have been in effect as of the Issue Date for purposes of Section 10.11(b)(1).


 


The
Trustee shall have no duty to monitor the rating of the Notes or whether a Fall-Away Period or Reversion Date has occurred, or
notify Holders of the same.


 


Section 10.20    Maintenance
of Property. The Company will, and will cause each of the Guarantors, to (i) at all times maintain, preserve
and protect all property material to the conduct of its business and keep such property in good repair, working order and condition
(other than wear and tear occurring in the ordinary course of business), (ii) from time to time make, or cause to be made,
all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times and (iii) keep its insurable property insured at
all times by financially sound and reputable insurers.


 


Section 10.21    Further
Assurances. The Company will, and will cause each of the Guarantors to, at their expense, duly execute and deliver
or cause to be duly executed and delivered, such further agreements, documents and instruments and do or cause to be done such
further acts as may be necessary or proper to create, evidence, perfect, maintain and enforce the security interests and the priority
thereof in the Collateral in favor of the Collateral Trustee for its benefit and for the benefit of the Trustee and the Holders
of the Notes and any Parity Lien Notes Debt, and to otherwise effectuate the provisions and purposes of this Indenture and the
Security Documents.


 


Article Eleven


 


Redemption
Of Notes


 


Section 11.01    Right
of Redemption.


 


(a)           At
any time prior to July 15, 2023, the Company may redeem all or a part of the Notes, upon not less than 15 nor more than 60
days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to the rights of Holders on
the relevant record date to receive interest due on the relevant Interest Payment Date.


 






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(b)           From
and after July 15, 2023, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’
prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon to (but not including) the applicable Redemption Date, subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period
beginning on July 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	2023	 	 	103.125	%
	2024	 	 	101.563	%
	2025 and thereafter	 	 	100.000	%



 


(c)           Prior
to July 15, 2023, the Company may, at its option, redeem up to 40% of the sum of the original aggregate principal amount
of the Notes (including the original principal amount of any Additional Notes) issued under this Indenture at a redemption price
equal to 106.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to (but not including)
the applicable Redemption Date, subject to the right of Holders on the relevant record date to receive interest due on the relevant
Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent
of the Company to the extent such net proceeds are contributed to the Company; provided that at least 60% of the sum of
the aggregate principal amount of Notes originally issued under this Indenture and the aggregate principal amount of any Additional
Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption
(unless all Notes are redeemed concurrently); provided, further, that each such redemption occurs within 180 days
of the date of closing of each such Equity Offering.


 


(d)           In
the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not
withdraw such Notes in a Change of Control Offer, Asset Sale Offer or other tender offer and the Company (or a third party making
the offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or third party offeror,
as applicable, will have the right, upon not less than 15 nor more than 60 days’ prior notice to the Holders and the Trustee,
given not more than 30 days following the purchase pursuant to such offer described above, to redeem (in the case of the Company)
or purchase (in the case of a third party offeror) all of the Notes that remain outstanding following such purchase at a redemption
price or purchase price, as the case may be, equal to the price paid to each other Holder in such offer (which may be less than
par) plus, to the extent not included in such price, accrued and unpaid interest on the Notes that remain outstanding, to but
excluding the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the Redemption Date).


 






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(e)            Unless
the Company (or third-party offeror) defaults in the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable Redemption Date.


 


(f)            The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be performed by
another Person.


 


(g)            The
Company or its Affiliates may from time to time acquire Notes by means other than a
redemption, whether by tender offer, exchange offer, in open market purchases, through negotiated
transactions or otherwise, in accordance with applicable securities laws, upon such terms and at such prices as the Company or
its Affiliates may determine.


 


Section 11.02    Mandatory
Redemption. The Company shall not be required to make any mandatory redemption or sinking fund payments with respect
to the Notes.


 


Section 11.03    Applicability
of Article. Redemption of Notes at the election of the Company or otherwise, as permitted or required by any provision
of this Indenture or the Notes, shall be made in accordance with such provision and this Article Eleven.


 


Section 11.04    Election
to Redeem; Notice to Trustee. If the Company elects to redeem Notes pursuant to Section 11.01 hereof, it shall
furnish to the Trustee, at least five Business Days before notice of redemption is required to be provided or caused to be provided
to Holders pursuant to Section 11.06 hereof (unless a shorter notice shall be agreed to by the Trustee), an Officer’s
Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to
which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and
(iv) the Redemption Price. Any notice to the Trustee delivered pursuant to this Section 11.04 may be revoked by the
Company prior to the delivery of any notice of redemption to Holders.


 


Section 11.05    Selection
of Notes to Be Redeemed.


 


(a)            If
the Company is redeeming less than all of the Notes at any time, the Notes to be redeemed shall be selected in accordance with
the applicable procedures of DTC; provided that no Notes of $2,000 or less shall be redeemed in part.


 


(b)            If
any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed.


 


(c)            A
new Note in
principal amount equal to the unredeemed portion
of any Note redeemed in
part shall be issued in the name of the Holder thereof
upon cancellation of the original Note.
Notes called
for redemption become
due and payable on the date fixed
for redemption. On and after the Redemption Date, unless
the Company (or a third-party offeror) defaults
in the redemption
payment, interest shall cease to accrue on the Note or portions thereof called for
redemption.


 






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(d)            For
Notes that are represented by global certificates held on behalf of DTC, notices may be given by delivery of the relevant notices
to DTC for communication to entitled account holders in substitution of the aforementioned delivery.


 


Section 11.06     Notice
of Redemption. Notices of redemption shall be delivered
electronically or mailed by first class mail, postage prepaid, or otherwise provided in accordance with the procedures
of the Depository, at least 15 days but not more than 60 days before
the Redemption Date to each Holder at such Holder’s
registered address or otherwise in accordance with the procedures of DTC, except that
notices of redemption may be sent or delivered more than 60 days prior to a Redemption Date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture. In connection with any redemption of Notes (including
with the net cash proceeds of
an Equity Offering), any such redemption may, at the Company’s
discretion, be subject to the satisfaction or waiver of one or more
conditions precedent, including any related Equity Offering or a
Change of Control.


 


All notices of redemption shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price and the amount of accrued interest to the
Redemption Date payable as provided in Section 11.08,
if any,


 


(3)            if
less than all Outstanding Notes are to be redeemed, the
identification (and in the case
of a partial redemption, the principal amounts) of the particular Notes to be redeemed,


 


(4)            in
case any Note is to be
redeemed in part only, the notice which relates to such
Note shall state that on and after
the Redemption Date, upon surrender of such Note, the Holder shall receive, without
charge, a new Note or Notes of authorized denominations
for the principal amount thereof remaining unredeemed,


 


(5)            that
on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption
Date payable as provided in Section 11.08) shall become
due and payable upon each such Note, or the portion thereof, to
be redeemed, and that interest thereon shall cease to accrue on and after said date,
subject to any condition precedent in that notice,


 


(6)            the
place or places where such Notes are to be surrendered for payment of
the Redemption Price and accrued interest, if any,


 


(7)            the
name and address of the Paying Agent,


 


(8)            that
Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price,


 


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


 






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(10)            the
 “CUSIP” number, ISIN or “Common Code” number and that no representation is made as to the accuracy
or correctness of the “CUSIP” number, ISIN or “Common Code” number, if any, listed in such notice
or printed on the Notes,


 


(11)            the
paragraph of the Notes or Section of this Indenture pursuant to which the Notes are to be
redeemed, and


 


(12)            any
conditions precedent to which the redemption or notice is subject to and that, in the Company’s 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, including any related Equity Offering.


 


At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have
delivered to the Trustee, at least five Business Days before notice of redemption is required to be provided or caused to be provided
to Holders pursuant to this Section 11.06 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
in Section 11.04.


 


Section 11.07     Effect
of Notice of Redemption. Once notice of redemption is provided in accordance with Section 11.06 hereof, Notes called
for redemption become irrevocably due and payable on the Redemption Date at the Redemption Price, subject to any condition precedent
set forth in that notice. The notice, if provided in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder
of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption
of any other Note. Subject to Section 11.08 hereof, on and after the Redemption Date, interest shall cease to accrue on Notes
or portions of Notes called for redemption.


 


Section 11.08     Deposit
of Redemption Price. Prior to 12:00 noon (Eastern Time) on any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money, in immediately available funds, sufficient to pay the Redemption Price of, and accrued interest, if any, on,
all the Notes that are to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of,
and accrued and unpaid interest, if any, on, all Notes to be redeemed or purchased. In addition, all money, if any, earned on
funds held by the Trustee or the Paying Agent shall be remitted to the Company.


 






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Section 11.09     Notes
Payable on Redemption Date.








 


(a)            Notice
of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date and assuming the satisfaction
or waiver of any conditions precedent, become due and payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption
in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest,
if any, to the Redemption Date and such Notes shall be canceled by the Trustee; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one
or more Predecessor Notes, registered as such at the close of business on the relevant record dates according to their terms and
the provisions of Section 3.06.


 


(b)            If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.


 


Section 11.10     Notes
Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article Eleven) shall
be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 10.02 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company
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 aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Note so surrendered; provided that no Note of $2,000 or less will be redeemed
in part.


 


Article Twelve


 


Guarantees


 


Section 12.01     Guarantees.
Each Guarantor hereby jointly and severally, irrevocably and unconditionally irrevocably guarantees, as primary obligor and not
merely as surety, the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated
and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, the Collateral Trustee for itself and
on behalf of such Holder, that: (1) 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 or otherwise (including the amount that would become due but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, 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 Company to the Holders, the Trustee or the Collateral Trustee hereunder or thereunder shall be paid in full or performed,
all in accordance with the terms hereof and thereof; and (2) 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, subject to any applicable grace period, and subject,
however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof.


 






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(a)            Each
Guarantor hereby agrees that (to the extent permitted by law) 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, any release of any other Guarantor, the recovery
of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor.


 


(b)            Each
Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall
not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and
such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due
and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium,
if any) or interest on such Note, whether at its Stated Maturity, by acceleration, 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 Guarantors to enforce such Guarantor’s Guarantee without first proceeding against
the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event
of Default, the Trustee, the Collateral 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 Guarantor shall pay to the Trustee for the account of the Holder, 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,
Collateral Trustee or any of the Holders.


 


(c)            If
any Holder, the Trustee or Collateral Trustee is required by any court or otherwise to return to the Company or any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any
amount paid by any of them to the Trustee, Collateral Trustee or such Holder, the Guarantee of each of the Guarantors, to the
extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each
Guarantor, on the one hand, and the Holders, the Trustee and Collateral Trustee on the other hand, (1) subject to this Article Twelve,
the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes
of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose
of the Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so
long as the exercise of such right does not impair the rights of the Holders under the Guarantees.


 






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(d)            Each
Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the
Company for liquidation, reorganization, should the Company become insolvent or make an assignment
for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof,
is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


Section 12.02     Severability.
In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law.


 


Section 12.03     [Reserved].


 


Section 12.04     Limitation
of Guarantors’ Liability. Each Guarantor, and by its acceptance of Notes, each Holder hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state
law to the extent applicable to any Guarantee or the provisions of its local law relating to fraudulent transfer or conveyance.
To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and each such Guarantor hereby irrevocably
agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws
and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article Twelve, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.


 


Section 12.05     Contribution.
All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair
and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is
made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee such that its Aggregate Payments
exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing
Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as
of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination,
an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor,
to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Guarantees in respect
of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor
as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Guarantee
that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law; provided that solely for
purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 12.05,
any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification
or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing
Guarantor.


 






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“Aggregate
Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to
(1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in
respect of its Guarantee (including in respect of this Section 12.05), minus (2) the aggregate amount of all payments
received on or before such date by such Guarantor from the other Contributing Guarantors as contributions under this Section 12.05.
The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution
is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement
set forth in this Section 12.05. For the avoidance of doubt, nothing in this Section 12.05 shall limit or impair, by
implication or otherwise, each Guarantor’s obligations under its Guarantee.


 


Section 12.06     Subrogation.
Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 12.01; provided, however, that, if a Default or Event of Default has
occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such
right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid
in full.


 


Section 12.07     Reinstatement.
Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 12.01
shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations
or interest thereon is properly rescinded or must otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency
of the Company or any Guarantor.


 


Section 12.08     Release
of a Guarantor. The Guarantee of a Guarantor shall automatically and unconditionally be released and discharged, and no further
action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon:


 


(A)            the
sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation or dissolution) of all of
the Capital Stock (including any sale, disposition or other transfer of Capital Stock following which
such Guarantor is no longer a Restricted Subsidiary), or all or substantially all of the assets, of such Guarantor (other than
a sale, disposition or other transfer to the Company or a Restricted Subsidiary) if such sale, disposition, exchange or other
transfer is not prohibited by the applicable provisions of this Indenture;


 






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(B)            the
designation by the Company of such Guarantor as an Unrestricted Subsidiary in accordance with Section 10.08 and the definition
of “Unrestricted Subsidiary”;


 


(C)            the
release or discharge of such Guarantor from each guarantee that would result in the obligation of such Subsidiary to guarantee
the Notes (if such Subsidiary were not already a Guarantor) pursuant to Section 10.13 (treating any guarantees of such Guarantor
that remain outstanding as incurred at least 30 days prior to such release or discharge), except
a discharge or release by or as a result of payment under such guarantee or direct obligation;


 


(D)            the
release of such Guarantor from its guarantee with the consent of the Holders of the requisite percentage of Notes in accordance
with the provisions described in Article Nine hereof; or


 


(E)            the
exercise by the Company of its Legal Defeasance of the Notes under Section 13.02 or its Covenant Defeasance of the Notes
under Section 13.03 or if the Company’s obligations under this Indenture are satisfied and discharged in accordance
with Section 4.01.


 


Section 12.09     Benefits
Acknowledged. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.


 


Article Thirteen


 


Legal
Defeasance And Covenant Defeasance


 


Section 13.01     Company’s
Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at its option,
and at any time, elect to have either Section 13.02 or Section 13.03 be applied to all Outstanding Notes upon compliance
with the conditions set forth below in this Article Thirteen.


 


Section 13.02     Legal
Defeasance and Discharge. Upon the Company’s exercise under
Section 13.01 of the option applicable to this Section 13.02, each of the Company and the Guarantors shall be deemed
to have been discharged from its respective obligations with respect to all Outstanding Notes on the date the conditions set forth
in Section 13.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance
means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.05
and the other Sections of this Indenture referred to in (1) and (2) below, and to have satisfied all its other obligations
under such Notes and this Indenture insofar as such Notes and their related Guarantees are concerned (and the Trustee, at the
expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same),
except for the following which shall survive until otherwise terminated or discharged hereunder:


 






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(1)            the
rights of Holders of Outstanding Notes to receive payments in respect of the principal of (and premium, if any, on) and interest
on such Notes when such payments are due, solely out of the trust created pursuant to this Indenture (as set forth in Section 13.04
and Section 13.05),


 


(2)            the
Company’s obligations with respect to such Notes under Section 3.03, Section 3.04, Section 3.05, Section 10.02
and Section 10.03,


 


(3)            the
rights, powers, trusts, duties and immunities of the Trustee, the Collateral Trustee, hereunder, and the obligations of each of
the Company and the Guarantors in connection therewith and


 


(4)            this
Article Thirteen.


 


Subject to compliance with this Article Thirteen,
the Company may exercise its option under this Section 13.02 notwithstanding the prior exercise of its option under Section 13.03
with respect to the Notes.


 


Section 13.03     Covenant
Defeasance. Upon the Company’s exercise under Section 13.01 of the option applicable to this Section 13.03,
each of the Company and the Guarantors shall be released from its respective obligations under any covenant contained in Section 8.01
and 8.02 and in Section 10.05 and 10.07 through and including 10.18 and in 10.20 with respect to the Outstanding Notes on
and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not to be “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. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes,
the Company or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 5.01(3), 5.01(4), 5.01(5), 5.01(7) and
5.01(8) and, with respect to only any Significant Subsidiary and not the Company, Section 5.01(6), but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


Section 13.04     Conditions
to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 13.02
or Section 13.03 to the Outstanding Notes:


 


(1)            the
Company shall irrevocably have deposited with the Trustee (or another trustee satisfying the requirements of Section 6.08
who shall agree to comply with the provisions of this Article Thirteen applicable to it) in trust for the benefit of Holders
of such Notes; (A) cash in U.S. dollars, or (B) non-callable Government Securities, or
(C) a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent
public accountants to pay, and which shall be applied by the Trustee (or other qualifying trustee) to pay, the principal of, premium,
if any, and interest due on the Outstanding Notes on the Stated Maturity or Redemption Date, as the case may be; provided
that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said
payments with respect to the Notes; before such a deposit, the Company may give to the Trustee, in accordance with Section 11.04
hereof, a notice of its election to redeem all of the
Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice
shall be irrevocable; such irrevocable redemption notice, if given, shall be given effect in applying the foregoing;


 









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


 


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


 


(B)            since
the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,


 


in either case to the effect that, and based thereon such Opinion
of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of
the Outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal
Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;


 


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


 


(4)            no
Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection
therewith) shall have occurred and be continuing on the date of such deposit;


 


(5)            such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit
Facility or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a
party or by which the Company or any Guarantor is bound;


 


(6)            the
Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and


 






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(7)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the United States of America
(which Opinion of Counsel may be subject to customary assumptions
and exclusions) each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the
case may be, have been complied with.


 


Notwithstanding the foregoing, the Opinion
of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption
or otherwise, (B) will become due and payable within one year or (C) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company.


 


Section 13.05     Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. All cash and Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 13.05,
the “Qualifying Trustee”) pursuant to Section 13.04 in respect of the Outstanding Notes shall be held
in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company or a Subsidiary acting as its own Paying Agent) as the Qualifying
Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required
by law.


 


The Company shall pay and indemnify the
Qualifying Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant
to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the beneficial owners of the Outstanding Notes.


 


Anything in this Article Thirteen
to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Securities held by it as provided in Section 13.04 which, in the opinion of a nationally recognized
firm of independent public accountants, expressed in a written certification thereof delivered to the Qualifying Trustee, are
in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance, as applicable, in accordance with this Article Thirteen.


 






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Section 13.06     Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.05
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s and each Guarantor’s obligations under this Indenture and the Outstanding Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 or 13.03, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 13.05;
provided, however, that (a) if the Company makes any payment of principal of (or premium, if any) or interest
on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent; and (b) unless
otherwise required by any legal proceeding or any other order or judgment of any court or governmental authority, the Trustee
or Paying Agent (if other than the Company) shall return all such money and Government Securities to the Company promptly after
receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continues
to be in effect.


 


Section 13.07     Repayment
to Company. Subject to any laws relating to abandoned property, any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of, premium, 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
Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.


 


Article Fourteen


 


Intercreditor
Agreement AND COLLATERAL TRUST AGREEMENT


 


Section 14.01     Intercreditor
Agreement.


 


(a)            Each
Holder by accepting a Note agrees that the Note Liens are subject to the terms of the Intercreditor Agreement. The Holders by
accepting a Note hereby authorize and direct the Collateral Trustee to enter into the Intercreditor Agreement on behalf of the
Holders and the Trustee and agree that the Holders shall comply with the provisions of the Intercreditor Agreement applicable
to them in their capacities as such to the same extent as if the Holders were parties thereto. In the event of any conflict or
inconsistency among the provisions of this Indenture or the Security Agreement or the Mortgages, on the one hand, and the Intercreditor
Agreement, on the other hand, the provisions of the Intercreditor Agreement shall control.


 


(b)            So
long as no Event of Default has occurred and is continuing, the Collateral Trustee shall, upon written request of the Company
(and upon receipt of an Officer’s Certificate and Opinion of Counsel complying with Sections 1.03 and 9.03), enter into
amendments or joinders to the Intercreditor Agreement or an additional intercreditor agreement, in each case without the consent
of any Holder, with the agent for the holders of any Permitted ABL Obligations on terms and conditions that, in the good faith
determination of the Company, are not less favorable, taken as a whole, to the Holders of Notes than the terms of the Intercreditor
Agreement and thereafter such amended or new intercreditor agreement shall be deemed to be the Intercreditor Agreement for all
purposes of this Indenture.


 






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Section 14.02     Collateral
Trust Agreement.


 


(a)            Each
Holder by accepting a Note agrees that the Note Liens are subject to the terms of the Collateral Trust Agreement. The Holders
by accepting a Note hereby authorize the Trustee and the Collateral Trustee to enter into the Collateral Trust Agreement on behalf
of the Holders and agree that the Holders shall comply with the provisions of the Collateral Trust Agreement applicable to them
in their capacities as such to the same extent as if the Holders were parties thereto. In the event of any conflict or inconsistency
among the provisions of this Indenture or the Security Agreement or the Mortgages, on the one hand, and the Collateral Trust Agreement,
on the other hand, the provisions of the Collateral Trust Agreement shall control.


 


So long as no Event of Default has occurred
and is continuing, the Trustee shall, upon written request of the Company enter into and/or direct the Collateral Trustee to enter
into amendments or joinders to the Collateral Trust Agreement in accordance with its terms and Article Nine hereof.


 


Article Fifteen


 


Collateral


 


Section 15.01     Security
Documents. The Indenture Obligations are secured as provided in the Security Documents and will be secured by Security Documents
hereafter delivered as required or permitted by this Indenture. The Company shall, and shall cause each Guarantor to, and each
Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that
may be necessary to continue the effectiveness of such UCC financing statements) as are required by the Security Documents to
maintain (at the sole cost and expense of the Company and the Guarantors) the security interest created by the Security Documents
in the Collateral as a perfected security interest to the extent perfection is required by the Security Documents, subject only
to Permitted Liens.


 


Each Holder, by accepting a Note, acknowledges
that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the
benefit of all the Holders subject to and qualified and limited in all respects by the Intercreditor Agreement, Collateral Trust
Agreement and the other the Security Documents and actions that may be taken thereunder.


 


Section 15.02     Collateral
Trustee.


 


(a)            U.S.
Bank National Association is hereby designated and appointed as the Collateral Trustee of
the Holders under the Security Documents, and is authorized as the Collateral Trustee for such Holders to execute and enter into
each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise
such powers and remedies as are expressly required or permitted hereunder and under the Security Documents and all instruments
relating hereto and thereto and (ii) to exercise such powers and perform such duties as are, in each case, expressly delegated
to the Collateral Trustee by the terms hereof and thereof, together with such other powers as are reasonably incidental hereto
and thereto. The Collateral Trustee shall have all the rights and protections provided in the Security Documents and, additionally,
shall have all the rights and protections provided to the “Trustee” under Article Six (it being understood that
the standard of care of the Collateral Trustee shall be as set forth in Section 5.5 of the Collateral Trust Agreement).


 






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(b)            Subject
to Section 5.5 of the Collateral Trust Agreement, and subject to Section 6.01 hereof, none of the Collateral Trustee,
Trustee, Paying Agent, Note Registrar, such other agent nor any of their respective officers, directors, employees, attorneys
or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality,
enforceability, effectiveness or sufficiency of the Security Documents or the Intercreditor Agreement or for the creation, perfection,
maintenance, priority, sufficiency or protection of any Note Liens. Neither the Trustee nor the Collateral Trustee shall be responsible
for filing any financing statement, continuation statement or other document, agreement or instrument to perfect or maintain the
perfection of the Note Liens.


 


(c)            Except
as required or permitted by this Indenture, the Collateral Trust Agreement or the other Security Documents, the Holders, by accepting
a Note, acknowledge that the Collateral Trustee will not be obligated to take any action whatsoever
with regard to any or all of the Note Liens, Security Documents or Collateral.


 


(d)            Beyond
the exercise of reasonable care in the custody of Collateral in its possession, neither the Collateral Trustee nor the Trustee
shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or
any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto, and neither the
Collateral Trustee nor the Trustee will be responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on
the Collateral. The Collateral Trustee and Trustee will be deemed to have exercised reasonable care in the custody of the Collateral
in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the
Collateral Trustee and Trustee will not be liable or responsible for any loss or diminution in the value of any of the Collateral
by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee
of Trustee in good faith.


 


(e)            Neither
the Collateral Trustee nor the Trustee will be responsible for the existence, genuineness or value of any of the Collateral or
for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation
of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes
gross negligence or willful misconduct on the part of the Collateral Trustee of Trustee, for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the
maintenance of the Collateral. Each of the Trustee and the Collateral Trustee hereby disclaims any representation or warranty
to the current and future holders of the Permitted Notes Obligations concerning the perfection of the security interests granted
to it or in the value of any Collateral.


 






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(f)            The
parties hereto and the Holders hereby agree and acknowledge that neither the Trustee nor the Collateral Trustee shall assume,
be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests,
demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including
but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and
maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to
any environmental law as a result of this Indenture, the Intercreditor Agreement, the Security Documents or any actions taken
pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its
rights under this Indenture, the Intercreditor Agreements and the Security Documents, the Trustee and the Collateral Trustee may
hold or obtain indicia of ownership primarily to protect the security interest of the Trustee and the Collateral Trustee in the
Collateral and that any such actions taken by the Trustee or the Collateral Trustee shall not be construed as or otherwise constitute
any participation in the management of such Collateral. In the event that the Trustee or the Collateral Trustee is required to
acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any
fiduciary or trust obligation for the benefit of another, which in the Trustee’s or the Collateral Trustee’s sole
discretion may cause the Trustee or the Collateral Trustee to be considered an “owner or operator” under the provisions
of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq.,
or otherwise cause the Trustee or the Collateral Trustee to incur liability under CERCLA or any other federal, state or local
law, the Trustee and the Collateral Trustee reserve the right, instead of taking such action, to either resign as Trustee or Collateral
Trustee or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Trustee or
the Collateral Trustee shall be liable to the Company, the Guarantors or any other Person for any environmental claims or contribution
actions under any federal, state or local law, rule or regulation by reason of the Trustee’s or the Collateral Trustee’s
actions and conduct as authorized, empowered and directed hereunder or under the Security Documents or relating to the discharge,
release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property
to be possessed, owned, operated or managed by any Person (including the Trustee or the Collateral Trustee) other than the Company
or the Guarantors, the Holders of a majority in aggregate principal amount of the then outstanding Notes affected thereby shall
direct the Trustee or the Collateral Trustee to appoint an appropriately qualified Person (excluding the Trustee or the Collateral
Trustee) who they shall designate to possess, own, operate or manage, as the case may be, the property.


 


Section 15.03     Authorization
of Actions to Be Taken.


 


(a)            Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document, as originally in effect
and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes
and directs the Collateral Trustee to enter into the Security Documents to which it is a party, authorizes and empowers the Collateral
Trustee to execute and deliver the Intercreditor Agreement, the Collateral Trust Agreement and authorizes and empowers the Collateral
Trustee to bind the Holders of Notes as set forth in the Security Documents to which the Collateral Trustee is a party and the
Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder.


 






    148 


     


    

 


(b)            The
Trustee is authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed to the
Collateral Trustee under the Security Documents to which the Collateral Trustee is a party and, subject to the terms of the Security
Documents, to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.


 


(c)            Subject
to the provisions of Section 6.01, Section 6.03, and the Security Documents, the Trustee may, without the consent of
the Holders, direct, on behalf of the Holders, the Collateral Trustee to take all actions it deems necessary or appropriate in
order to:


 


(1)            foreclose
upon or otherwise enforce any or all of the Note Liens;


 


(2)            enforce
any of the terms of the Security Documents to which the Collateral Trustee is a party;


 


(3)            collect
and receive payment of any and all Obligations; or


 


(4)            give
effect to any Permitted Lien or to cause or permit such Permitted Lien to have the priority provided herein.


 


(d)            Subject
to the Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents and at the Company’s sole
cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute
and maintain, or direct the Collateral Trustee to institute and maintain, such suits and proceedings as it may deem reasonably
expedient to protect or enforce the Note Liens or the Security Documents to which the Collateral Trustee or Trustee is a party
or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem reasonably expedient, at the Company’s sole cost and expense,
to preserve or protect its interests and the interests of the Holders of Notes in the Collateral, including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the Note Liens or be prejudicial to the interests of Holders or the Trustee.


 


Section 15.04     Release
of Collateral. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the
release or subordination of any Lien of the Collateral Trustee, except:


 


(1)            in
whole, upon (A) payment in full and discharge of all outstanding Permitted Notes Debt and all other Permitted Notes Obligations
that are outstanding, due and payable at the time all of the Permitted Notes Debt is paid in full and discharged and (B) termination
or expiration of all commitments to extend credit under all Permitted Notes Documents;


 


(2)            as
to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Guarantor to a Person that is
not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary in a transaction or other
circumstance that is not prohibited by the terms hereof, at the time of such sale, transfer or other disposition or to the extent
of the interest sold, transferred or otherwise disposed of;


 









    149 


     


    

 


(3)            as
to a release of less than all or substantially all of the Collateral, if consent to the release of all Permitted Notes Liens on
such Collateral has been given by an Act of Required Debtholders accompanied by an Officer’s Certificate and Opinion of
Counsel to the effect that the release is permitted by the terms hereof;


 


(4)            as
to a release of all or substantially all of the Collateral, if (A) consent to release of that Collateral has been given by
the requisite percentage or number of holders of each Series of Permitted Notes Debt at the time outstanding as provided
for in the applicable Permitted Notes Documents and (B) the Company has delivered an Officer’s Certificate and Opinion
of Counsel to the Collateral Trustee certifying that any such necessary consents have been obtained;


 


(5)            as
provided in the Intercreditor Agreement with respect to Priority ABL Collateral;


 


(6)            notwithstanding
any of the foregoing, if the Collateral Trustee is exercising its rights or remedies with respect to the Collateral under the
Priority Lien Collateral Documents pursuant to an Act of Required Debtholders, and the Collateral Trustee releases any of the
Priority Liens on any part of the Collateral or any Grantor is released from its obligations under its guarantee of the Priority
Lien Notes Obligations in connection therewith, then the Parity Liens on such Collateral and the obligations of such Grantor under
its guarantee of the Parity Lien Notes Obligations, shall be automatically, unconditionally and simultaneously released. If in
connection with any exercise of rights and remedies by the Collateral Trustee under the Priority Lien Collateral Documents pursuant
to an Act of Required Debtholders, the equity interests of any Person are foreclosed upon or otherwise disposed of and the Collateral
Trustee releases Priority Lien on the property or assets of such Person then the Parity Liens with respect to the property or
assets of such Person will be concurrently and automatically released to the same extent as the Priority Liens on such property
or assets are released;


 


(7)            as
directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination
was permitted by each applicable Permitted Notes Document; and


 


(8)            as
ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction;


 


(9)            for
the subordination of the Junior Trust Estate and the Parity Liens to the Senior Trust Estate and the Priority Liens; and


 


(10)            for
the release or subordination of the Trust Estates and the Permitted Notes Liens to the extent required by the Intercreditor Agreement.


 






    150 


     


    

 


In connection with the execution of any release by the Collateral
Trustee, the Company shall provide the Collateral Trustee an Opinion of Counsel and an Officer’s Certificate.


 


Section 15.05     [Reserved].


 


Section 15.06     Powers
Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed,
the powers conferred in this Article Fifteen upon the Company or a Guarantor with respect to the release, subordination,
sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver
or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any officer or officers
thereof required by the provisions of this Article Fifteen; and if the Trustee or the Collateral Trustee shall be in the
possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral
Trustee, as the case may be.


 


Section 15.07     Voting.
In connection with any matter under the Security Documents or the Intercreditor Agreement requiring a vote of holders of Secured
Obligations (as defined in the Security Agreement), the holders of such Secured Obligations shall be treated as a single class
and the Holders shall cast their votes in accordance with this Indenture. The amount of the Notes to be voted by the Holders will
equal the aggregate outstanding principal amount of the Notes. Following and in accordance with the outcome of the applicable
vote under this Indenture, the Trustee shall vote the total amount of the Notes as a block in respect of any vote under the Security
Documents or the Intercreditor Agreement.


 


Section 15.08     Post-Closing
Collateral.


 


(a)            The
Company and applicable Guarantors shall deliver to the Collateral Trustee, as promptly as practical but in no event later than
one hundred eighty (180) days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts,
the following:


 


(1)            Executed
counterparts of one or more Mortgages on the Material Real Property duly executed and acknowledged by the Company or such Guarantor,
and otherwise in form for recording in the recording office of each applicable political subdivision where each Premises is situated,
together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the
recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings
and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings,
as may be necessary to create a valid, perfected first priority Lien subject only to Permitted Liens, against Premises purported
to be covered thereby;


 









    151 


     


    

 


(2)            mortgagee’s
title insurance policies (or a binding pro forma title insurance policy on marked up unconditional binder of title insurance)
in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the Premises purported
to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens
on the applicable Premises, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such title
policies to be in amounts equal to the estimated fair market value of the Premises covered thereby, and such policies shall also
include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose
and shall be accompanied by evidence of the payment in full by the Company or the applicable Guarantor of all premiums thereon
(or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing
and recording fees and all related expenses, if any, have been paid;


 


(3)            (i) customary
local counsel opinions regarding the enforceability and perfection of the Mortgages and (ii) customary opinions of counsel
in the jurisdiction of organization of the owner of the applicable Premises regarding due authorization, execution and delivery
of the Mortgages;


 


(4)            an
ALTA survey or other survey of the sites of the Premises (and the title insurance company issuing the policy referred to in clause
(2) above (the “Title Insurance Company”) shall have received the same) certified to the Collateral Trustee and
the Title Insurance Company in a manner customary for the type of real property subject to such survey, dated as of a date that
is reasonably satisfactory to the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory
to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits on certificates required by
the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions
from the applicable title insurance policy and issue customary survey-dependent endorsements to the applicable title insurance
policy;


 


(5)            an
Officer’s Certificate from the Company certifying that the above requirements have been satisfied and the Company is in
compliance with such provisions; and


 


(6)            such
other evidence that all other actions that are reasonably necessary in order to create a valid first priority lien (subject to
Permitted Liens) on such Material Real Property have been taken.


 


(b)            The
Company and applicable Guarantors shall deliver to the Collateral Trustee, as promptly as practical but in no event later than
one-hundred-eighty (180) days after the Issue Date, or as soon as practicable thereafter using commercially reasonable efforts,
the following:


 


(1)            Copies
of certificates of liability and property insurance of the Company and the Guarantors, including evidence of property insurance
coverage for the Mortgaged Properties, together with an endorsement which shall name the Collateral Trustee as additional insured
under the liability policies and lenders’ loss payee and mortgagee under the property policies;


 


(2)            The
Company and applicable Guarantors shall have entered into a securities account control agreement (to among other things, perfect
the Collateral Trustee’s security interest) in respect of the Company's and applicable Guarantor’s accounts (including
securities accounts) other than the Excluded Accounts (as defined in the Security Agreement), except to the extent that the ABL
Collateral Agent or ABL Administrative Agent acts as the security intermediary for such account (and the Intercreditor Agreement
remains in effect); and


 


(3)            an
Officer’s Certificate from the Company certifying that the above requirements have been satisfied and the Company is in
compliance with such provisions.


 






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


 


	 	Winnebago Industries, Inc.
	 	 
	 	 
	 	 	By:	/s/ Bryan L. Hughes
	 	 	Name: 	Bryan L. Hughes
	 	 	Title:	Vice President and Chief Financial Officer



 



 


	 	 	Winnebago of Indiana, LLC, as a Guarantor
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Bert Jameson
	 	 	Name: Bert Jameson
	 	 	Title: Treasurer
	 	 	 	 
	 	 	 	 
	 	 	Grand Design RV LLC, as a Guarantor
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Bert Jameson
	 	 	Name: Bert Jameson
	 	 	Title: Treasurer
	 	 	 	 
	 	 	 	 
	 	 	Octavius Corporation, as a Guarantor
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Bryan L. Hughes
	 	 	Name: Bryan L. Hughes
	 	 	Title: Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	Newmar Corporation, as a Guarantor
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Bert Jameson
	 	 	Name: Bert Jameson
	 	 	Title: Treasurer



 


[Signature Page to Indenture]


 






     


     


    

 





	 	 	U.S. Bank National Association,
	 	 	as Trustee and Collateral Trustee
	 	 	 
	 	 	 
	 	 	By:	/s/ Linda Garcia
	 	 	Name: Linda Garcia
	 	 	Title: Vice President






 


[Signature Page to Indenture]


 






     


     


    

 


SCHEDULE
I


 


Guarantors


 


		1.	Winnebago of Indiana, LLC



 


		2.	Grand Design RV LLC



 


		3.	Octavius Corporation



 


		4.	Newmar Corporation



 






     


     


    

 


Rule 144A /
Regulation S Appendix


 


PROVISIONS RELATING TO INITIAL NOTES


 


		1.	Definitions.



 


1.1            Definitions.


 


For
the purposes of this Appendix the following terms shall have the meanings indicated below:


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Temporary Regulation S Global Note or beneficial interest therein, the
rules and procedures of the Depository for such a Temporary Regulation S Global Note, to the extent applicable to such transaction
and as in effect from time to time.


 


“Certificated Note” means a
certificated Initial Note (other than a Global Note) bearing, if required, the appropriate restricted notes legend set forth in
Section 2.3(e) of this Appendix.


 


“Depository” means The Depository
Trust Company, its nominees and their respective successors.


 


“Distribution Compliance Period,”
with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on
which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Notes.


 


“Initial Notes” means (1) $300,000,000
aggregate principal amount of 6.250% Senior Secured Notes Due 2028 issued on the Issue Date and (2) Additional Notes, if
any, issued in a transaction exempt from the registration requirements of the Securities Act.


 


“Initial Purchasers” means
(1) with respect to the Initial Notes issued on the Issue Date each of J.P. Morgan Securities LLC, Goldman Sachs &
Co. LLC and BMO Capital Markets Cop. and (2) with respect to each issuance of Additional Notes, the Persons purchasing such
Additional Notes under the related Purchase Agreement.


 


“Notes” means the Initial Notes
and any Additional Notes, treated as a single class.


 


“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially
be the Trustee.


 


“Purchase Agreement” means
(1) with respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated June 30, 2020, among the
Company and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among the Company and the Persons purchasing such Additional Notes.


 


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


 






    1 


     


    

 


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


 


“Transfer
Restricted Notes” means Notes that bear or are required to bear the legend relating to restrictions on transfer relating
to the Securities Act set forth in Section 2.3(e) hereto.


 


1.2            Other
Definitions.


 


	Term	 	Defined
    in Section:	 
	“Agent Members”	 	 	2.1	(b)
	“Global Notes”	 	 	2.1	(a)
	“OID Legend”	 	 	2.3	(e)(i)
	“Permanent Regulation S Global Note”	 	 	2.1	(a)
	“Regulation S”	 	 	2.1	(a)
	“Regulation S Global Note”	 	 	2.1	(a)
	“Rule 144A”	 	 	2.1	(a)
	“Rule 144A Global Note”	 	 	2.1	(a)
	“Temporary Regulation S Global Note”	 	 	2.1	(a)



 


1.3            Capitalized
terms used in this Appendix, but not defined, have the meanings ascribed to such terms in the Indenture to which this Appendix
is attached.


 


		2.	The Notes.



 


2.1            (a) Form and
Dating. The Initial Notes shall be offered and sold by the Company pursuant to the Purchase Agreement. The Initial Notes shall
be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in
reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form
(collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation
S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary
Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable
restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial
Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository,
duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a),
beneficial ownership interests in the Temporary Regulation S Global Note shall be held only through the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in the Depository) and shall not be
exchangeable for interests in the Rule 144A Global Note, a permanent Regulation S global note in fully registered form (the
 “Permanent Regulation S Global Note” and together with the Temporary Regulation S Global Note, the “Regulation
S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the
expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or the Permanent
Regulation S Global Note only upon certification in the form attached hereto as Exhibit 3 or otherwise in a form satisfactory
to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by Non-U.S. Persons
or U.S. Persons who purchased such interests in a transaction that is exempt from the registration requirements under the Securities
Act.


 






    2 


     


    

 


Prior to the expiration of the Distribution
Compliance Period, beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A
Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the
transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate
(in a form substantially similar to that attached hereto as Exhibit 2) to the effect that the beneficial interest in the
Temporary Regulation S Global Note is being transferred (a) to a Person who the transferor reasonably believes to be
a QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A,
and (b) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.


 


Beneficial interests in a Rule 144A
Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether
before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written
certificate (in a form substantially similar to that attached hereto as Exhibit 2) to the effect that such transfer is being
made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).


 


The Rule 144A Global Note, the Temporary
Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes.”
The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depository or its nominee as hereinafter provided.


 


(b)            Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or
on behalf of the Depository.


 


The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall
be registered in the name of the Depository or the nominee of the Depository and (b) shall be delivered by the Trustee to
the Depository or pursuant to the Depository’s instructions or held by the Trustee as custodian for the Depository.


 


Members of, or participants in, the Depository
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf
by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee
and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing
the exercise of the rights of a Holder of a beneficial interest in any Global Note.


 






    3 


     


    

 


(c)            Certificated
Notes. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Notes
shall not be entitled to receive physical delivery of Certificated Notes.


 


2.2            Authentication.
The Trustee shall upon receipt of a Company Order specified in Section 2.02 of the Indenture authenticate and deliver: (1) on
the Issue Date, an aggregate principal amount of $300,000,000 of 6.250% Senior Secured Notes Due 2028 and (2) any Additional
Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02
of the Indenture, in each case upon a Company Order signed by one Officer of the Company. Such Company Order shall specify the
amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case
of any issuance of Additional Notes pursuant to Section 3.12 of the Indenture, shall certify that such issuance is in compliance
with Section 10.09 of the Indenture.


 


2.3            Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Note Registrar with a request:


 


(x)            to
register the transfer of such Certificated Notes; or


 


(y)            to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,


 


the Note Registrar shall register the transfer or make the
exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated
Notes surrendered for transfer or exchange:


 


(i)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Note
Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and


 


(ii)            if
such Certificated Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or
(C) below, and are accompanied by the following additional information and documents, as applicable:


 


(A)            if
such Certificated Notes are being delivered to the Note Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect; or


 






    4 


     


    

 


(B)            if
such Certificated Notes are being transferred to the Company, a certification to that effect; or


 





(C)            if
such Certificated Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A,
Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of
the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if
the Company so requests, an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions
set forth in the legend set forth in Section 2.3(e)(i).


 


(b)            Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for
a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Trustee, together with:


 


(i)            certification,
in a form substantially similar to that attached hereto as Exhibit 2, that such Certificated Note is either (A) being
transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance
Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in
such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and


 


(ii)            written
instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with
respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S
Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount
of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions
to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such
Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A
Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated
Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount
of the Certificated Note so canceled. If no Rule 144A Global Notes or Permanent Regulation S Global Notes, as applicable,
are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144
A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.


 






    5 


     


    

 


(c)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance
with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with a beneficial interest in the Global Note. The Note Registrar shall, in accordance with such instructions instruct
the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note
and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.


 


(ii)            If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note
to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Note Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the
Global Note from which such interest is being transferred.


 


(iii)            Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.


 


(iv)            In
the event that Global Note is exchanged for Certificated Notes pursuant to Section 2.4 of this Appendix, such Notes may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the Initial Notes (as set forth in Exhibit 2, hereto)
intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities
Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.


 


(d)            Restrictions
on Transfer of Temporary Regulation S Global Notes. During the Distribution Compliance Period, beneficial ownership interests
in Temporary Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures
and only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction
resulting in an exchange for an interest in a Permanent Regulation S Global Note), (iii) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United
States.


 






    6 


     


    

 


(e)            Legend.


 


(i)            Except
as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all
Notes issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation
S shall bear a legend in substantially the following form:


 


THE SECURITY (OR ITS PREDECESSOR)
EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (l)(a) INSIDE THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT. (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS),
(2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 






    7 


     


    

 


Each certificate evidencing a Note offered
in reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:


 


THE SECURITY EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
 “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE
STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


Each Certificated Note shall also bear
the following additional legend:


 


IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE NOTE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


To the extent required by Section 1275(c)(1)(A) of
the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1275-3(b)(l), each Note issued at a discount
to its stated redemption price at maturity shall bear a legend (the “OID Legend”) in substantially the following form
(with any necessary amendments thereto to reflect any amendments occurring after the Issue Date to the applicable sections):


 


FOR THE PURPOSES OF SECTIONS 1272,
1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU
MAY CONTACT THE COMPANY AT WINNEBAGO INDUSTRIES, INC., 13200 PIONEER TRAIL, EDEN PRAIRIE, MINNESOTA 55347, ATTENTION:
GENERAL COUNSEL, AND THE COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE
AND THE YIELD TO MATURITY OF THIS SECURITY.


 


(ii)            Upon
any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act, the Note Registrar shall permit the transferee thereof to exchange such Transfer Restricted
Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Note, if the transferor thereof certifies in writing to the Note Registrar that
such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the
reverse of the Note).


 






    8 


     


    

 


(f)            Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have been exchanged for Certificated
Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and
canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.


 


(g)            No
Obligation of the Trustee.


 


(i)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in
the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment
of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall
be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall
be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial
owners.


 


(ii)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


(h)            To
the extent that any Notes are issued at a discount to their stated redemption price at maturity and bears the OID Legend, each
group of Notes bearing a given amount of original issue discount shall be treated as a separate series only for purposes of the
transfer and exchange provisions of this Section 2.3 and may trade under a separate CUSIP number.


 






    9 


     


    

 


2.4            Certificated
Notes.


 


(a)            A
Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1
shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal
to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3
hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global
Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing
agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within
90 days of such notice, or (ii) a Default has occurred and is continuing or (iii) if requested by a Holder of beneficial
interest in a Global Note.


 


(b)            Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal Corporate Trust Office to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note,
an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal
amount and any integral multiple of $1,000 in excess thereof and registered in such names as the depository shall direct. Any
Certificated Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by
Section 2.3(e) hereof, bear the applicable restricted notes legend and certificated notes legend set forth in Exhibit I
hereto.


 


(c)            Subject
to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the Notes.


 


(d)            In
the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make
available to the Trustee a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons.
In the event that such Certificated Notes are not issued, the Company expressly acknowledges, with respect to the right of any
Holder to pursue a remedy pursuant to this Indenture, including pursuant to Section 5.07, the right of any beneficial owner
of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes
as if such Certificated Notes had been issued.


 






    10 


     


    

 


eXHIBIT
1

to Rule 144A / Regulation S Appendix


 


[FORM OF
FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC 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.


 


[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL
40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER
OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Notes Legend for Notes offered
otherwise

than in Reliance on Regulation S]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (I) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
WINNEBAGO INDUSTRIES, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”)
THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 






    1 


     


    

 


[Restricted Notes Legend for Notes Offered
in Reliance on Regulation S]


 


THIS SECURITY WAS ORIGINALLY ISSUED IN
A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


[Temporary Regulation S Global Note Legend]


 


EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS
ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT
SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT
DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE
THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


 






    2 


     


    

 


AFTER THE EXPIRATION OF THE DISTRIBUTION
COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE
144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A
AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED
TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING
FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL INTERESTS IN A RULE 144A GLOBAL
NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER
BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE
A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE
WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).


 


[Certificated Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE NOTE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


[OID Legend]


 


FOR THE PURPOSES OF SECTIONS 1272, 1273
AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT
THE COMPANY AT WINNEBAGO INDUSTRIES, INC., 13200 PIONEER TRAIL, EDEN PRAIRIE, MINNESOTA 55347 ATTENTION: GENERAL COUNSEL,
AND THE COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO
MATURITY OF THIS SECURITY.


 






    3 


     


    

 


	No.	$	



 


 


6.250% Senior Secured Notes Due 2028


 


CUSIP
No. [       ]


ISIN
No. [          ]


 


Winnebago Industries, Inc., an Iowa
corporation, promises to pay to [Cede & Co.], or registered assigns, the principal sum of  ___________ U.S.
Dollars [as may be increased or decreased on the attached Schedule of Increases or Decreases in Global Note] on July 15,
2028.


 


Interest Payment Dates: January 15 and July 15.


 


Record Dates: January 1 and July 1.


 


Additional provisions of this Note are set forth on the other
side of this Note.


 






    4 


     


    

 


IN WITNESS HEREOF, the Company has caused this instrument
to be duly executed.


 


	 	 	WINNEBAGO INDUSTRIES, INC.
	 	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:
	 	 	 	 
	 	 	Dated:





 






    5 


     


    

 




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


 


	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 	 
	Dated:	 






 






    6 


    

 



 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


6.250% Senior Secured
Note Due 2028


 


Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Indenture.


 


		1.	Principal
                                         and Interest.



 


Winnebago Industries, Inc. (the “Company”)
shall pay the principal of this Note on July 15, 2028.


 


The Company promises to pay interest, if
any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate set forth below (subject
to adjustment as provided below).


 


Interest on the Notes shall accrue at the
rate of 6.250% per annum and be payable in cash.


 


Interest, if any, shall be payable semi-annually
(to the Holders of the Notes at the close of business on January 1 and July 1 (whether or not a Business Day) immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing January 15, 2021.


 


Interest on this Note shall accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from July 8, 2020 (although any Additional
Notes may accrue interest starting at other dates, and the first Interest Payment Date may be a different date); provided
that, if there is no existing Default in the payment of interest and if this Note is authenticated between a Regular Record Date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.


 


The Company shall pay interest, if any,
on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per
annum equal to the rate of interest applicable to the Notes.


 


		2.	Method
                                         of Payment.



 


The Company shall pay interest (except
Defaulted Interest) on the principal amount of the Notes on each January 15 and July 15 to the Persons who are Holders
(as reflected in the Note Register at the close of business on January 1 and July 1 immediately preceding the Interest
Payment Date), in each case, even if the Note is transferred or exchanged after such Regular Record Date, except as provided in
Section 3.06(b) with respect to Defaulted Interest; provided that, with respect to the payment of principal,
the Company shall make payment to the Holder that surrenders this Note to any Paying Agent on or after July 15, 2028.


 


The Company shall pay principal (premium,
if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private
debts.


 






    3 


     


    

 


However, the Company may pay principal
(premium, if any) and interest by its check payable in such money. The Company may pay interest on the Notes either (a) by
mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire
transfer to an account located in the United States maintained by the payee. If a payment date is a date other than a Business
Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest
shall accrue on such payment for the intervening period.


 


		3.	Paying Agent and Note Registrar.



 


Initially, U.S. Bank National Association
(the “Trustee”) shall act as Paying Agent and Note Registrar. The Company may change any Paying Agent or Note Registrar
upon written notice thereto and without notice to the Holders. The Company, any Subsidiary or any Affiliate of any of them may
act as Paying Agent, Note Registrar or co-registrar.


 


		4.	Indenture.



 


The Company issued the Notes under an Indenture
dated as of July 8, 2020 (the “Indenture”), among the Company, the Guarantors, the Trustee and the Collateral
Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are
referred to the Indenture for a statement of all such terms. In the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control. In the event of any inconsistency between (x) the
terms of the Security Documents and (y) the terms of this Note, the terms of the Security Documents shall control.


 


The Notes are secured senior obligations
of the Company. The Indenture does not limit the aggregate principal amount of the Notes. Subject to the conditions set forth
in the Indenture, the Company may issue Additional Notes.


 


		5.	Mandatory Redemption.



 


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


 


		6.	Optional Redemption.



 


At any time prior to July 15, 2023,
the Company may also redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at a
redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest, if any, to (but not including) the Redemption Date, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant Interest Payment Date.


 


From
and after July 15, 2023, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’
prior notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon to (but not including) the applicable Redemption Date, subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date, if redeemed during
the twelve-month period beginning on July 15 of each of the years indicated below:


 






    4 


     


    

 


 


	Year	 	Percentage	 
	2023	 	 	103.125	%
	2024	 	 	101.563	%
	2025 and thereafter	 	 	100.000	%




 


Prior to July 15, 2023, the Company
may, at its option, redeem up to 40% of the sum of the original aggregate principal amount of the Notes (including the original
principal amount of any Additional Notes) issued under the Indenture at a redemption price equal to 106.250% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon to (but not including) the applicable Redemption Date, subject
to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net
proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net
cash proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of
Notes originally issued under the Indenture and the aggregate principal amount of any Additional Notes issued under the Indenture
after the Issue Date remains Outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed
concurrently); provided, further, that each such redemption occurs within 180 days of the date of closing of each
such Equity Offering.


 


		7.	Repurchase upon a Change of Control, Asset Sales and Loss Proceeds
                                         Sales.



 


Upon the occurrence of (a) a Change
of Control, the Holders shall have the right, pursuant to Section 10.15 of the Indenture, to require that the Company purchase
such Holder’s Outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to (but not including) the date of purchase and (b) Asset Sales, the Company may be
obligated, pursuant to Section 10.16 of the Indenture, to make offers to purchase Notes and Senior Indebtedness of the Company
with a portion of the Net Proceeds of such Asset Sales at a purchase price of 100% of the principal amount thereof plus accrued
and unpaid interest, if any, to (but not including) the date of purchase.


 


		8.	Denominations; Transfer; Exchange.



 


The Notes are in registered form without
coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer
or exchange Notes in accordance with the Indenture. The Note Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of a Note or portion of a
Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed)
or any Note or portion of a Note for a period of 15 days before a selection of Notes to be redeemed or 15 days before an Interest
Payment Date.


 






    5 


     


    

 


		9.	Persons Deemed Owners.



 


A registered Holder may be treated as the
owner of a Note for all purposes.


 


		10.	Unclaimed Money.



 


Subject to any laws relating to abandoned
property, if money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and
the Paying Agent shall pay the money back to the Company at its request or (if then held by the Company) shall be discharged from
such trust. After that, Holders entitled to the money must look to the Company for payment and all liability of the Trustee and
such Paying Agent with respect to such money, and all liability of the Company as trustee thereof, shall cease.


 


		11.	Discharge and Defeasance Prior to Redemption or Maturity.



 


Subject to satisfaction of conditions set
forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes pursuant to Article Four
of the Indenture.


 


		12.	Amendment; Supplement; Waiver.



 


The Indenture, the Notes and the Security
Documents may be amended as provided in Article Nine of the Indenture.


 


		13.	Successor Persons.



 


When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person shall be released from
those obligations, subject to certain exceptions.


 


		14.	Remedies for Events of Default.



 


This Note is subject to certain Events
of Default and the remedy provisions of Article Five of the Indenture.


 


		15.	Guarantees.



 


The Company’s obligations under the
Notes are fully, irrevocably and unconditionally guaranteed on a secured senior basis, to the extent set forth in the Indenture,
by each of the Guarantors.


 


		16.	Trustee Dealings with Company.



 


The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may make loans
to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the
Trustee.


 






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		17.	Authentication.



 


This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.


 


		18.	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).


 


		19.	CUSIP and ISIN Numbers.



 


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


 


		20.	Governing Law.



 


THIS SECURITY AND INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company shall furnish to any Holder
upon written request and without charge a copy of the Indenture. Requests may be made to Winnebago Industries, Inc., 13200
Pioneer Trail Eden Prairie, MN 55347, Attention: General Counsel.


 






    7 


     


    

 


eXHIBIT
2

to Rule 144A / Regulation S Appendix


 


ASSIGNMENT/TRANSFER FORM


 


To assign and transfer this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


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


 


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


 


and irrevocably appoint _____________________ agent to transfer
this Note on the books of the Company. The agent may substitute another to act for him.


 


		Date:_______________	Your
                                         Signature:_______________



 


Sign exactly as your name appears on the other side of this
Note.


 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(d) under
the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes
were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being transferred in accordance
with its terms:


 


CHECK ONE BOX BELOW


 


to the Company; or


 


 ̈
pursuant to an effective registration statement under the Securities Act of 1933, as amended; or


 


 ̈
inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933) 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, in each case pursuant to and in compliance
with Rule 144A under the Securities Act of 1933, as amended; or


 


 ̈
outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance
with Rule 904 under the Securities Act of 1933, as amended; or


 






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 ̈
pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended.


 


Unless one of the boxes is checked, the
Trustee shall 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) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably
requested 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 of 1933, as amended, such as the exemption provided by Rule 144 under such Act.


 


	Signature:  	



 


	Signature Guarantee:  	


 


	 	 	 
	Signature must be guaranteed	 	Signature



 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


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 it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of
1933, as amended, 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 Company 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.


 


Dated:_______________


   Notice: To be executed by an executive
officer


 






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[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made:


 


	Date
    of Exchange	Amount
    of decrease in

    Principal amount of this 

    Global Note	Amount
    of increase in

    Principal amount of this 

    Global Note	Principal
    amount of this 

    Global Note following such

    decrease or increase	Signature
    of authorized 

    officer of Trustee or Notes

    Custodian
	 	 	 	 	 


 






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OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Company pursuant to Section 10.15 or 10.16 of the Indenture, check the
box:  ̈


 


If you want to elect to have only part
of this Note purchased by the Company pursuant to Section 10.15 or 10.16 of the Indenture, state the amount in principal
amount: $


 


	Dated:__________________________	Your Signature:________________________________
	 	(Sign exactly as your name appears on the other side of this Note.)




 





 


Signature Guarantee:________________________________


(Signature must be guaranteed)


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    4 


     


    

 


eXHIBIT
3

to Rule 144A / Regulation S Appendix


 


FORM OF NON-U.S. BENEFICIAL OWNERSHIP

CERTIFICATION BY EUROCLEAR OR CLEARSTREAM LUXEMBOURG


 


[Date]


 


U.S.
Bank National Association


 


Re: 6.250% Senior Secured Notes due 2028
(the “Notes”) of Winnebago Industries, Inc. (the “Company”)


 


Reference
is hereby made to the Indenture, dated as of July 8, 2028 (as amended and supplemented from time to time, the “Indenture”),
among the Company, the Guarantors named therein and U.S. Bank National Association,
as Trustee and as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the
Indenture.


 


This is to certify with respect to $__________
principal amount of the Notes that, except as set forth below, we have received in writing, by tested telex or by electronic transmission,
from member organizations appearing in our records as persons being entitled to a portion of such principal amount (our “Member
Organizations”) certifications with respect to such portion, that such portion is beneficially owned by (a) Non-U.S.
Person(s) or (b) U.S. Person(s) who purchased the portion beneficially owned by such U.S. Person(s) in transactions
that did not require registration under the Securities Act of 1933, as amended (the “Act”). As used in this
paragraph the term “U.S. Person” has the meaning given to it by Regulation S under the Act.


 


We further certify:


 


(i)            that
we are not making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the Regulation S Temporary Global Note excepted in such certifications; and


 


(ii)            that
as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements
made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be relied upon as the date hereof.


 


We understand that this certification is
required in connection with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you or the Company to produce this certification to any interested party in such proceedings.


 


Dated: _____________, 20__


 






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EXHIBIT A


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


__________
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of _______________, 20__
among (the “Guaranteeing Subsidiary”), a subsidiary of Winnebago Industries, Inc. (or its permitted
successor), an Iowa corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and U.S. Bank National Association, as trustee under the Indenture
referred to below (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral
Trustee”).


 


WITNESSETH


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee a senior secured indenture (the “Indenture”), dated as of July 8,
2020 providing for the issuance of 6.250% Senior Secured Notes Due 2028 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the “Guarantee”); and


 


WHEREAS, pursuant to Section 9.01
of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders
of the Notes.


 


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


 


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


 


AGREEMENT TO GUARANTEE. The Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee
and in the Indenture including but not limited to Article Twelve thereof.


 


NO RECOURSE AGAINST OTHERS. No past,
present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall
have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture
or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.


 






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GOVERNING LAW. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


COUNTERPARTS. The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, .pdf transmission
or other electronic means shall constitute effective execution and delivery of this Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or .pdf transmission or other electronic means shall be deemed to be their original
signatures for all purposes.


 


EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


THE TRUSTEE. The Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.


 


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


 


Dated: _____________, 20__


 





	 	[GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	                
	 	 	Name:
	 	 	Title:
	 	 
	 	WINNEBAGO INDUSTRIES, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	 	2	 



     


    

 


	 	[Existing Guarantors]
	 	 
	 	By:	                
	 	 	Name:
	 	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    3