Form 8-K

8-K — ESAB Corp

Accession: 0001213900-26-034739

Filed: 2026-03-26

Period: 2026-03-26

CIK: 0001877322

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0283282-8k_esabcorp.htm (Primary)

EX-4.1 — INDENTURE, DATED AS OF MARCH 26, 2026, BY AND AMONG ESAB CORPORATION, AS ISSUER, THE GUARANTORS NAMED THEREIN, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (ea028328201ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0283282-8k_esabcorp.htm · Sequence: 1

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0001877322

ESAB Corp

0001877322

2026-03-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 26, 2026

ESAB

Corporation

(Exact

name of registrant as specified in its charter)

Delaware

001-41297

87-0923837

(State

or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S.

Employer

Identification Number)

909

Rose Avenue, 8th Floor

North Bethesda, MD 20852

(Address of Principal Executive Offices) (Zip Code)

(301)

323-9099

(Registrant’s telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ESAB

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement

March 26, 2026, ESAB Corporation, a Delaware corporation (the “Company”), issued $1,000 million in aggregate principal amount

of 5.625% senior notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of March 26, 2026

(the “Indenture”), by and among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association

(the “Trustee”). The Company plans to use a portion of the net proceeds from the sale of the Notes, after payment of related

fees and expenses, along with (i) proceeds from the issuances of the newly created series of convertible preferred stock (“Preferred

Stock”) and common stock, par value $0.001 per share (the “Common Stock”) and (ii) proceeds of borrowings under the

Company’s senior revolving credit facility, to pay all or a portion of the purchase price of $1.45 billion to acquire Eddyfi Technologies,

a global leader in advanced inspection and monitoring technologies (such transaction, the “Acquisition”), and to pay associated

costs and expenses.

The

Notes are senior, unsecured obligations of the Company and are guaranteed on a senior, unsecured basis by certain of the Company’s

domestic subsidiaries (the “Guarantors”).

The

Notes will pay interest at a rate of 5.625% per year, payable semi-annually in cash in arrears on April 1 and October 1 of each year,

beginning on October 1, 2026. The Notes will mature on April 1, 2031, unless repurchased or redeemed in accordance with their terms prior

to such date. The Notes are subject to a special mandatory redemption at a redemption price equal to 100% of the initial issue price

of the Notes, plus any accrued and unpaid interest to, but not including, the date of such special mandatory redemption, if (i) the Acquisition

is not consummated on or prior to the outside date as set forth under the related share purchase agreement or (ii) the Company notifies

the Trustee that the share purchase agreement has been terminated in accordance with its terms or upon the occurrence of certain other

events prior to the outside date as set forth under the share purchase agreement. The Notes will also be redeemable at the sole discretion

of the Company, in whole or in part, at any time prior to April 1, 2028, at a redemption price equal to 100% of the aggregate principal

amount, plus any accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium.

The Notes will be redeemable at the sole discretion of the Company, in whole or in part, at any time on or after April 1, 2028, at the

redemption prices specified in the Indenture. In addition, the Company may redeem up to 40% of the Notes prior to April 1, 2028 with

the net cash proceeds from certain kinds of equity offerings (other than proceeds from the issuances of the Preferred Stock and the Common

Stock described above) at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to,

but not including, the redemption date.

the Company experiences certain kinds of changes of control as set forth in the Indenture, each holder of Notes may require the Company

to repurchase all or a portion of the Notes so held at a price in cash equal to 101% of the principal amount of such Notes, plus any

accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

The

Indenture contains certain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to

incur more debt, create liens on assets to secure debt, guarantee other debt without also guaranteeing the notes, and merge, consolidate

or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications

and exceptions.

The

Indenture contains customary events of default, including, but not limited to:

● default

for 30 days in the payment when due of interest on the Notes;

● default

in the payment when due (at maturity, upon acceleration or otherwise) of the principal of,

or premium, if any, on, the Notes;

● failure

by the Company or any of its restricted subsidiaries to comply with its other obligations

under the Indenture, in certain cases subject to notice and grace periods;

● payment

defaults and accelerations with respect to other indebtedness of the Company or its restricted

subsidiaries in the aggregate principal amount of $200.0 million or more;

● specified

events involving bankruptcy, insolvency or reorganization of the Company or certain of its

subsidiaries; and

● failure

by the Company or its restricted subsidiaries to pay certain final judgments aggregating

in excess of $200.0 million within 60 days of such final judgment.

Upon

an event of default, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare

all the Notes to be due and payable immediately. In the case of certain events of default relating to bankruptcy, insolvency or reorganization,

all outstanding Notes will become due and payable immediately without further action or notice.

copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Notes contained

in this report is qualified in its entirety by reference to the Indenture.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The

information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibit

4.1

Indenture, dated as of March 26, 2026, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of Global Note (included in Exhibit 4.1).

104

Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

March 26, 2026

ESAB CORPORATION

By:

/s/ Kevin J. Johnson

Name:

Kevin J. Johnson

Title:

Chief Financial Officer

EX-4.1 — INDENTURE, DATED AS OF MARCH 26, 2026, BY AND AMONG ESAB CORPORATION, AS ISSUER, THE GUARANTORS NAMED THEREIN, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

EX-4.1

Filename: ea028328201ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

ESAB CORPORATION

as Issuer

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, Paying Agent, Registrar and Transfer

Agent

INDENTURE

Dated as of March 26, 2026

5.625% SENIOR NOTES DUE 2031

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01

Definitions.

Section 1.02

Other Definitions.

Section 1.03

Rules of Construction.

Section 1.04

Acts of Holders.

Section 1.05

Limited Condition Transactions.

ARTICLE 2

THE NOTES

Section 2.01

Form and Dating.

Section 2.02

Registrar and Paying Agent.

Section 2.03

Paying Agent to Hold Money in Trust.

Section 2.04

Transfer and Exchange.

Section 2.05

Outstanding Notes.

Section 2.06

Replacement Notes.

Section 2.07

Temporary Notes.

Section 2.08

Cancellation.

Section 2.09

Defaulted Interest.

Section 2.10

Treasury Notes.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01

Notices to Trustee.

Section 3.02

Selection of Notes to Be Redeemed or Purchased.

Section 3.03

Notice of Redemption.

Section 3.04

Deposit of Redemption or Purchase Price.

Section 3.05

Notes Redeemed in Part.

Section 3.06

Optional Redemption.

Section 3.07

No Mandatory Redemption or Sinking Fund.

Section 3.08

Special Mandatory Redemption.

ARTICLE 4

COVENANTS

Section 4.01

Payment of Notes.

Section 4.02

Maintenance of Office or Agency.

Section 4.03

SEC Reports.

Section 4.04

Limitation on Liens.

Section 4.05

[Reserved].

Section 4.06

[Reserved].

Section 4.07

Compliance Certificate; Statement by Officers as to Default.

Section 4.08

[Reserved].

Section 4.09

Offer to Repurchase Upon Change of Control.

Section 4.10

Additional Guarantees.

Section 4.11

Limitation on Incurrence of Debt.

Section 4.12

[Reserved].

Section 4.13

[Reserved].

Section 4.14

Covenant Suspension.

Section 4.15

Designation of Restricted and Unrestricted Subsidiaries.

Section 4.16

[Reserved].

Section 4.17

[Reserved].

Section 4.18

Stay, Extension and Usury Laws.

-i-

ARTICLE 5

SUCCESSORS

Section 5.01

Merger, Sale and Lease.

Section 5.02

Successor Person Substituted.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01

Events of Default.

Section 6.02

Acceleration of Maturity.

Section 6.03

Other Remedies.

Section 6.04

Waiver of Past Defaults.

Section 6.05

Control by Majority.

Section 6.06

Limitation on Suits.

Section 6.07

Rights of Holders to Receive Payment.

Section 6.08

Collection Suit by Trustee.

Section 6.09

Trustee May File Proofs of Claim.

Section 6.10

Priorities.

Section 6.11

Undertaking for Costs.

ARTICLE 7

TRUSTEE

Section 7.01

Duties of Trustee.

Section 7.02

Rights of Trustee and Agents.

Section 7.03

Individual Rights of Trustee.

Section 7.04

Trustee’s Disclaimer.

Section 7.05

Notice of Defaults.

Section 7.06

[Reserved].

Section 7.07

Compensation and Indemnity.

Section 7.08

Replacement of Trustee.

Section 7.09

Successor Trustee by Merger, Etc.

Section 7.10

Eligibility; Disqualification.

Section 7.11

Communications.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance.

Section 8.02

Legal Defeasance and Discharge.

Section 8.03

Covenant Defeasance.

Section 8.04

Conditions to Legal or Covenant Defeasance.

Section 8.05

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

Section 8.06

Repayment to Issuer.

Section 8.07

Reinstatement.

-ii-

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes.

Section 9.02

With Consent of Holders of Notes.

Section 9.03

Notation on or Exchange of Notes.

Section 9.04

Trustee Protected.

ARTICLE 10

GUARANTEE

Section 10.01

Note Guarantee.

Section 10.02

Limitation on Guarantor Liability.

Section 10.03

Execution and Delivery of Note Guarantee.

Section 10.04

Guarantor May Consolidate, Etc., on Certain Terms.

Section 10.05

Releases.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01

Satisfaction and Discharge.

Section 11.02

Application of Trust Money.

ARTICLE 12

MISCELLANEOUS

Section 12.01

[Reserved].

Section 12.02

Notices.

Section 12.03

[Reserved].

Section 12.04

Certificate and Opinion as to Conditions Precedent.

Section 12.05

Statements Required in Certificate or Opinion.

Section 12.06

Rules by Trustee and Agents.

Section 12.07

No Personal Liability of Directors, Officers, Employees and Stockholders.

Section 12.08

Governing Law.

Section 12.09

Submission to Jurisdiction; Appointment of Agent for Service.

Section 12.10

No Adverse Interpretation of Other Agreements.

Section 12.11

Successors.

Section 12.12

Severability.

Section 12.13

Counterpart; Originals.

Section 12.14

Table of Contents, Headings, Etc.

Section 12.15

Waiver of Jury Trial.

Section 12.16

Force Majeure.

Section 12.17

U.S.A. Patriot Act.

EXHIBITS

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF NOTATION OF GUARANTEE

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE

-iii-

INDENTURE dated as of March

26, 2026, between ESAB Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, registrar and transfer agent.

The Issuer, the Guarantors

and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein)

of the 5.625% Senior Notes due 2031 (the “Notes”):

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions.

“144A Global Note”

means a Global Note substantially in the form of Exhibit A hereto bearing the applicable Global Note Legend and the Private Placement

Legend and deposited with or on behalf of, and registered in the name of, the respective Depositary therefor or its nominee.

“Acquired Debt”

means Debt (1) of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary, whether

or not such Debt is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted

Subsidiary of, such specified Person or (2) assumed in connection with the acquisition of assets from such Person. Acquired Debt shall

be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary

and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Additional Notes”

means additional notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.01 hereof,

as part of the same series as the Initial Notes.

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means

the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether

through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”

“controlled by” and “under common control with” have correlative meanings.

“Agent”

means any Authentication Agent, Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent.

“Applicable Premium”

means, with respect to any Note on any applicable Redemption Date, the greater of:

(1) 1.0%

of the principal amount of such Note; and

(2) the

excess, if any, of

(A) the

present value at such Redemption Date of (i) the redemption price of such Note at April 1, 2028 (such redemption price being set forth

in the table in Section 3.06), plus (ii) all required interest payments due on such Note through April 1, 2028 (excluding accrued but

unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50

basis points; over

(B) the

then outstanding principal amount of such Note.

The calculation of the Applicable

Premium shall be performed by the Issuer or on behalf of the Issuer by such person as the Issuer shall designate. For the avoidance of

doubt, calculation of Applicable Premium shall not be an obligation or duty of the Trustee or any Paying Agent.

-1-

“Applicable Procedures”

means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary

that apply to such transfer or exchange.

“Attributable Debt”

means, with respect to any Sale and Leaseback Transaction at the time of determination, the present value of the obligation of the lessee

for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for

which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount

rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if

such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Debt represented thereby will be determined in

accordance with the definition of “Capital Lease Obligation.”

“Average Life”

means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (1) the sum of the products of (a)

the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking

fund or mandatory redemption payment requirements) of such Debt multiplied by (b) the amount of such principal payment by (2) the sum

of all such principal payments.

“Bankruptcy Law”

means (i) for purposes of the Issuer and the Guarantors, any bankruptcy, insolvency or other similar statute (including, without limitation,

Title 11, U.S. Code or any similar federal or state law for the relief of debtors), regulation or provision of any jurisdiction in which

the Guarantors are organized or conducting business and (ii) for purposes of the Trustee, any bankruptcy, insolvency or similar statute,

regulation or provision of any jurisdiction in which the Trustee is organized.

“Beneficial Owner”

has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial

ownership of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such “person”

will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or

exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms

“Beneficially Owns” and “Beneficially Owned” have corresponding meanings.

“Board of Directors”

means:

(1) with

respect to a corporation, the board of directors of the corporation or any committee thereof;

(2) with

respect to a partnership, the board of directors of the general partner of the partnership;

(3) with

respect to a limited liability company, the board of managers of the limited liability company; and

(4) with

respect to any other Person, the board or committee of such Person serving a similar function. “Business Day” means

a day other than a Saturday, Sunday or other day on which banking institutions in New York or a place of payment under this Indenture

are authorized or required by law to close.

“Capital Interests”

in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest

(however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options

to acquire an equity interest in such Person.

“Capital Lease Obligation”

means, as to any Person, the obligations of such Person under a lease that would be required to be classified and accounted for as capital

or finance lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the

capitalized amount of such obligations at such date, determined in accordance with GAAP; provided that any lease that was or would

have been treated as an operating lease pursuant to GAAP as in effect prior to giving effect to FASB Accounting Standards Update ASU 2016-02

(whether or not such lease were in effect at the time of effectiveness of such FASB Accounting Standards Update ASU 2016-02, and whether

or not such lease was in effect on the Issue Date) shall not be treated as a Capital Lease Obligation and shall be treated as an operating

lease, notwithstanding the implementation of FASB Accounting Standards Update ASU 2016-02 prior to, on, or after the Issue Date or any

actual or proposed change in GAAP after the Issue Date.

-2-

“Capital Stock”

means:

(1) in

the case of a corporation, corporate stock;

(2) in

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

of corporate stock;

(3) in

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

(4) any

other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of

assets of, the issuing Person, but excluding any debt securities convertible into such equity securities.

“Change

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

(1) the

direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series

of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole,

to any “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act);

(2) the

Issuer becomes aware that (by way of a report or any other filing pursuant to Section 13(d) of the U.S. Exchange Act, proxy, vote, written

notice or otherwise) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the U.S. Exchange

Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Issuer;

and

(3) the

Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Issuer, in any

such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other Person is converted into

or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Issuer outstanding

immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Capital Stock) of the surviving

or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately

after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such

terms are used in Sections 13(d) and 14(d) of the U.S. Exchange Act) becomes, directly or indirectly, the Beneficial Owner of 50% or more

of the voting power of all classes of Voting Stock of the Issuer or such surviving or transferee Person.

Notwithstanding the preceding,

(a) a transaction will not be deemed to involve a Change of Control under clause (2) of the definition thereof if (i) the Issuer becomes

a direct or indirect wholly owned Subsidiary of a Parent Company and (ii) immediately following that transaction no Person (other than

a Parent Company satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the

Voting Stock of such Parent Company (or its general partner, if applicable), (b) a transaction will not be deemed to involve a Change

of Control under clause (3) of the definition thereof if (i) the Issuer becomes a direct or indirect wholly owned Subsidiary of a Parent

Company and (ii) immediately following that transaction the Voting Stock of the Issuer outstanding immediately prior to such transaction

is converted into or exchanged for Voting Stock (other than Disqualified Capital Stock) of such Parent Company constituting a majority

of the outstanding shares of such Voting Stock of such Parent Company and (c) (i) a conversion of the Issuer or any of its Restricted

Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company,

corporation, limited partnership or other form of entity or (ii) an exchange of all the outstanding Capital Interests in one form of entity

for Capital Interests in another form of entity each shall not constitute a Change of Control, so long as immediately following such conversion

or exchange or transaction no “person” Beneficially Owns more than 50% of the Voting Stock of such entity (or its general

partner, if applicable). No Change of Control will be deemed to have occurred unless and until such Change of Control has actually been

consummated.

-3-

“Code”

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

“Commission”

means the U.S. Securities and Exchange Commission.

“Common Interests”

of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution

of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class

in such Person.

“Consolidated Cash

Flow” means, with respect to any Person, for any period:

(1) the

sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

(a) Consolidated

Net Income;

(b) Consolidated

Non-Cash Charges;

Interest Expense to the extent the same was deducted in computing Consolidated Net Income;

(d) Consolidated

Income Tax Expense; and

(e) any

net loss from discontinued operations (to the extent not added back in the calculation of Consolidated Net Income) and any fees and expenses

Incurred in connection with the closing of any issuance of Debt or Capital Interests, acquisition or disposition permitted under this

Indenture or any amendment or other modification of any debt instrument, and any charges Incurred as a result of any such transaction;

less

(2) net

income from discontinued operations to the extent not deducted in the calculation of Consolidated Net Income.

“Consolidated Fixed

Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow of such

Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately

preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated

Fixed Charge Coverage Ratio (such four full fiscal quarter period referred to in this definition as “Four Quarter Period”)

to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation

of the foregoing, for purposes of this definition, “Consolidated Cash Flow” and “Consolidated Fixed Charges” shall

be calculated after giving effect on a pro forma basis for the period of such calculation, to any asset sales or other dispositions or

asset acquisitions, investments, mergers, Incurrences or repayments of indebtedness, dividends, operating improvements, restructurings,

new projects, consolidations and discontinued operations (as determined in accordance with GAAP) occurring during the Four Quarter Period

or any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other

disposition or asset acquisition (including the Incurrence or assumption of any such Acquired Debt), investment, merger, Incurrence or

repayment of indebtedness, dividend, operating improvement, restructuring, new project, consolidation or disposed operation occurred at

the beginning of the Four Quarter Period. For purposes of this definition, pro forma calculations shall be made in the good faith determination

of the Issuer and shall give effect to Pro Forma Cost Savings as if they had occurred at the beginning of the Four Quarter Period.

-4-

Furthermore, in calculating

“Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated

Fixed Charge Coverage Ratio”:

(1) interest

on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter

shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect on the Transaction Date;

and

(2) if

interest on any Debt actually Incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of

a prime or similar rate, a daily benchmark interest rate, or other rates, then the interest rate in effect on the Transaction Date will

be deemed to have been in effect during the Four Quarter Period.

If such Person or any of its

Restricted Subsidiaries guarantees Debt of a third Person (excluding (i) credit support for third party customer financing in the ordinary

course of business, and (ii) any so-called “bad boy” guarantee or similar instrument or agreement executed in the ordinary

course of business providing recourse in respect of such Debt based on the occurrence of certain contingencies) and such guarantee or

the Debt subject thereto is not otherwise included in the calculation of Consolidated Fixed Charges, the calculation of the Consolidated

Fixed Charge Coverage Ratio shall give effect to the Incurrence of such guaranteed Debt as if such Person or such Subsidiary had directly

Incurred or otherwise assumed such guaranteed Debt as if such guarantee occurred at the beginning of the Four Quarter Period.

“Consolidated Fixed

Charges” means, with respect to any Person for any period, without duplication, the sum of:

(1) Consolidated

Interest Expense of such Person for such period;

(2) all

cash dividends or other distributions (excluding items eliminated in consolidation) on any series of Preferred Interests paid during such

period; and

(3) all

cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Capital Stock during

such period;

provided, however,

that such fixed charges shall not include any non-cash interest expense attributable to the application of the Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20 or any successor provision

providing for the periodic recognition as interest expense of the excess of the principal amount of a liability over the related carrying

value.

“Consolidated Income

Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes

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

“Consolidated Interest

Expense” means, with respect to any Person for any period the interest expense of such Person and its Restricted Subsidiaries,

in each case for such period as determined on a consolidated basis in accordance with GAAP (whether paid or accrued and whether or not

capitalized), including without duplication:

(1) any

amortization of debt discount;

(2) non-cash

interest expense, including any interest paid in kind by the issuance of additional Debt;

(3) the

net cost under interest rate Hedging Obligations (including any amortization of discounts);

(4) the

interest portion of any deferred payment obligations;

(5) all

commission, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances, financing or similar

activities (including, without limitation, agency fees, commitment fees and similar fees);

-5-

(6) the

interest component of Capital Lease Obligations; and

(7) the

interest expense on any Debt guaranteed by such Person and its Restricted Subsidiaries or secured by a Lien on the assets of such Person

and its Restricted Subsidiaries.

“Consolidated Net

Income” means, with respect to the Issuer and its Restricted Subsidiaries, for any period, the consolidated net income (or loss)

of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included

in calculating such net income, by:

(1) excluding,

without duplication:

(a) any

net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges

(including relating to severance, relocation, and one-time compensation charges);

(b) the

portion of net income of such Person and its Restricted Subsidiaries allocable to minority or non-controlling interests in unconsolidated

Persons or investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received

by such Person or one of its Restricted Subsidiaries; provided that for the avoidance of doubt, Consolidated Net Income shall be

increased in amounts equal to the amounts of cash actually received;

or losses in respect of any asset sales by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the

transaction giving rise thereto), on an after-tax basis;

(d) the

net income (loss) from any disposed or discontinued operations or any net gains or losses on disposed or discontinued operations, on an

after-tax basis;

(e) any

gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(f) any

fees and expenses paid in connection with the issuance of the Notes;

(g) non-cash

compensation expense Incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary;

(h) any

net after-tax gains or losses attributable to the early extinguishment or conversion of Debt;

(i) any

non-cash impairment charges or asset write-off or write-down resulting from the application of FASB ASC Topic 350 “Intangibles—Goodwill

and Other” or FASB ASC Topic 360 “Property, Plant and Equipment,” and the amortization of intangibles arising pursuant

to FASB ASC Topic 805 “Business Combinations” or any related subsequent Statement of Financial Accounting Standards;

(j) non-cash

gains, losses, income and expenses resulting from fair value accounting required by FASB ASC Topic 815 “Derivatives and Hedging”

or any related subsequent Statement of Financial Accounting Standards;

(k) any

net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application

of FASB ASC Topic 830 “Foreign Currency Matters” or any related subsequent Statement of Financial Accounting Standards;

(l) accruals

and reserves that are established within twelve months after the closing of any acquisition that are so required to be established as

a result of such acquisition in accordance with GAAP;

-6-

(m) any

net unrealized gain or loss (after any offset) resulting from currency translation gains or losses related to currency remeasurements

of Debt (including any net gain or loss resulting from obligations under Hedging Obligations for currency exchange risk) and any foreign

currency translation gains or losses;

(n) any

accruals and reserves that are established for expenses and losses, in respect of equity-based awards compensation expense (provided

that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect

thereof in such future period shall reduce Consolidated Net Income to such extent, and excluding amortization of a prepaid cash item that

was paid in a prior period);

(o) any

expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any investment or

any sale, conveyance, transfer or other disposition of assets permitted under this Indenture, to the extent actually reimbursed, or, so

long as the Issuer has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent

that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future

period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

(p) to

the extent covered by insurance and actually reimbursed, or, so long as the Issuer has made a determination that there exists reasonable

evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within

365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent

not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption;

(q) expenses

associated with the settlement or payment of asbestos or welding fumes liabilities; and

(r) costs

associated with the action of the Issuer and its Subsidiaries against its asbestos or welding fumes insurers for coverage in respect of

asbestos or welding fumes liabilities; and

(2) including,

without duplication, dividends and distributions from joint ventures actually received in cash by the Issuer.

“Consolidated Non-Cash

Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization (including, without limitation,

(1) amortization of goodwill, programming costs, barter expenses and other intangibles and (2) the effect of any non-cash impairment charges

Incurred subsequent to the Issue Date resulting from the application of FASB ASC Topic 350, 360 or 805, and any other non-cash items resulting

from any amortization, write-up, write-down or write-off of assets or liabilities including deferred financing costs and the effect of

straight-lining of rents as a result of purchase accounting adjustments) in connection with any future acquisition, disposition, merger,

consolidation or similar transaction, but excluding amortization of pre-paid cash expenses that were paid in a prior period, and other

noncash charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted

Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP excluding any such charges which represent an

accrual of or a reserve for cash charges for any future period.

“Consolidated Secured

Leverage” means the sum of the aggregate outstanding Secured Debt of the Issuer and its Restricted Subsidiaries consisting of

borrowed money, Capital Lease Obligations, obligations in respect of letters of credit (only to the extent of any unreimbursed drawings

thereunder), obligations evidenced by promissory notes and similar instruments and guarantees by the Issuer and its Restricted Subsidiaries

in respect of any of the foregoing, in each case to the extent such Secured Debt is Incurred pursuant to Section 4.11(a) or clause (1),

(4), (9), (15), or (17) of Section 4.11(b) or constitutes Permitted Refinancing Debt in respect of Secured Debt originally Incurred under

any such provision, less unrestricted cash and cash equivalents of the Issuer and its Restricted Subsidiaries.

-7-

“Consolidated Secured

Leverage Ratio” means with respect to such Person, as of any date of determination (the “Determination Date”),

the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount of Consolidated Cash Flow for the period of the

most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial

statements of the Issuer are available (such four full fiscal quarter period referred to in this definition as “Four Quarter

Period”), in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition

of “Consolidated Fixed Charge Coverage Ratio”; provided that, for the purpose of determining Consolidated Secured Leverage,

the aggregate amount of cash and cash equivalents of the Issuer and its Restricted Subsidiaries shall be determined without giving pro

forma effect to the proceeds of Debt Incurred on such date. In addition to and without limitation of the foregoing, for purposes of this definition,

“Consolidated Secured Leverage” and “Consolidated Cash Flow” shall be calculated after giving effect on a pro

forma basis for the period of such calculation, to any asset sales or other dispositions or asset acquisitions, investments, mergers,

Incurrences or repayments of indebtedness, dividends, operating improvements, restructurings, new projects, consolidations and discontinued

operations (as determined in accordance with GAAP) occurring during the Four Quarter Period or any time subsequent to the last day of

the Four Quarter Period and on or prior to the Determination Date, as if such asset sale or other disposition or asset acquisition (including

the Incurrence or assumption of any such Acquired Debt), investment, merger, Incurrence or repayment of indebtedness, dividend, operating

improvement, restructuring, new project, consolidation or disposed operation occurred at the beginning of the Four Quarter Period. For

purposes of this definition, pro forma calculations shall be made in the good faith determination of the Issuer and shall give effect

to Pro Forma Cost Savings as if they had occurred at the beginning of the Four Quarter Period.

“Consolidated Total

Assets” means, with respect to any Person, at any date, the aggregate amount of assets as set forth on the most recent consolidated

balance sheet of such Person and computed in accordance with GAAP; provided that, “Consolidated Total Assets”

of the Issuer and its Restricted Subsidiaries shall be adjusted to reflect any acquisitions of assets that have occurred during the period

from the date of the applicable balance sheet through the applicable date of determination (but without giving effect to the transaction

being tested under this Indenture).

“Corporate Trust

Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which

the Trustee or successor Trustee may give notice to the Issuer.

“Covenant Suspension

Event” has the meaning set forth in Section 4.14.

“Credit Agreement”

means the amended and restated credit agreement, dated as of October 16, 2025, by and among the Issuer, the other loan parties party thereto,

Bank of America, N.A., as administrative agent, J.P. Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, BNP Paribas, Citibank,

N.A., Citizens Bank, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association and U.S. Bank National Association, as co-syndication

agents, the other lenders named therein and the other arrangers or agents party thereto, including any related letters of credit, notes,

guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated,

modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole

or in part from time to time, in which case, the credit agreement or other debt agreement (including any indenture in the case of debt

securities) together with all other documents and instruments related will constitute the “Credit Agreement,” whether

with the same or different agents and lenders or institutional investors.

“Credit Facilities”

means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures or commercial paper facilities providing

for revolving credit loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to

such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or bank

guarantees, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon

or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole

or in part from time to time.

-8-

“Custodian”

means the Trustee, as custodian for The Depository Trust Company (“DTC”) with respect to the Global Notes, together

with its successors in such capacity.

“Debt”

means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in

respect of borrowed money;

(2) evidenced

by or issued in exchange for bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect

thereof);

(3) in

respect of banker’s acceptances;

(4) representing

Capital Lease Obligations or Attributable Debt in respect of Sale and Leaseback Transactions;

(5) representing

the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired

or such services are completed; or

(6) representing

any Hedging Obligations,

if and to the extent any of

the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance

sheet of the specified Person prepared in accordance with GAAP, but excluding deemed capitalized leases; provided, that the following

items shall not be considered Debt: (x) accrued expenses and trade payables and (y) guarantees of obligations (which guaranteed obligations

do not themselves constitute Debt). In addition, the term “Debt” includes all Debt of others secured by a Lien on any asset

of the specified Person (whether or not such Debt is assumed by the specified Person) and, to the extent not otherwise included, the guarantee

by the specified Person of any Debt of any other Person. Debt shall be calculated without giving effect to the effects of Statement of

Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an

amount of Debt for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such

Debt. For the avoidance of doubt, Debt includes any Acquired Debt.

“Default”

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

“Definitive Note”

means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.04 hereof, substantially

in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule

of Exchanges of Interests in the Global Note” attached thereto.

“Depositary”

means, with respect to any Global Note, the Person specified in Section 2.02 hereof as the Depositary with respect to such Global Note,

and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this

Indenture.

“Determination Date”

has the meaning set forth in the definition of “Consolidated Secured Leverage Ratio.”

“Disqualified Capital

Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible

or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would

constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable

at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity

date of the Notes.

“Excluded Equity

Issuance” means the issuance of shares of the Issuer’s Series A Mandatory Convertible Preferred Stock and/or common stock

in an aggregate principal amount of $318.0 million to be issued on or prior to the closing date of the Purchase.

-9-

“Fitch”

means Fitch Ratings, Inc. and any successor to its rating agency business.

“Foreign Subsidiary”

means any Subsidiary of the Issuer other than a Subsidiary organized under the laws of the United States or any state of the United States

or the District of Columbia, or any direct or indirect subsidiary thereof.

“Four Quarter Period”

has the meaning given in the definition of “Consolidated Fixed Charge Coverage Ratio” or “Consolidated Secured Leverage

Ratio,” as applicable.

“GAAP”

means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the

American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in

such other statements by such other entity as have been approved by a significant segment of the accounting profession, in effect from

time to time; provided, however, that the Issuer may with notice to the Trustee elect to eliminate the effect of any change

occurring after the Issue Date in GAAP or in the application thereof on the operation of any provision of this Indenture, regardless of

whether any such notice is given before or after such change in GAAP or in the application thereof. If any such notice is provided

then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become

effective until such notice shall have been withdrawn by a subsequent notice to the Trustee.

“Government Securities”

means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof)

for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are

not callable or redeemable at the option of the issuer thereof.

“Global Note Legend”

means the legend set forth in Section 2.04(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes”

means, individually and collectively, the Global Notes issued in accordance with Section 2.01 or 2.04 hereof.

“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 through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt.

“Guarantor”

means each Subsidiary that guarantees the Notes in accordance with the provisions of this Indenture, and their respective successors and

assigns until released from their obligations under such guarantee and this Indenture in accordance with the terms of this Indenture.

“Hedging Obligations”

means, with respect to any specified Person, the obligations of such Person under:

(1) interest

rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate future or option contracts and other

agreements or arrangements designed to protect such Person against fluctuations in interest rates;

(2) commodity

swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed to protect such Person against

fluctuations in commodity prices; and

(3) foreign

exchange contracts, currency swap agreements, currency future or option contracts and other agreements or arrangements designed to protect

such Person against fluctuations in foreign currency exchange rates.

“Holder”

means a Person in whose name a Note is registered.

-10-

“Incur”

means, with respect to any Debt of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise

become liable in respect of such Debt or the recording, as required pursuant to GAAP or other applicable accounting standards, of any

such Debt on the balance sheet of such Person; provided, however, that a change in GAAP or an interpretation thereunder that results in

an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred

by a Person before it becomes a Subsidiary of the Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary

of the Issuer. “Incurrence,” “Incurred” and “Incurring” shall have meanings that

correspond to the foregoing. A guarantee by the Issuer or a Restricted Subsidiary of Debt Incurred by the Issuer or a Restricted Subsidiary,

as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

(1) amortization

of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

(2) the

payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends

on Capital Interests in the form of additional Capital Interests of the same class and with the same terms;

(3) the

obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory

offer to purchase such Debt; and

(4) unrealized

losses or charges in respect of Hedging Obligations. “Indenture” means this Indenture, as amended or supplemented from

time to time.

“Indirect Participant”

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

“Initial Notes”

means the $1,000,000,000 in aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Interest Payment

Date” means April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day.

“Investment Grade

Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s

and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Issue Date”

means March 26, 2026.

“Issuer”

has the meaning assigned to it in the preamble to this Indenture, in each case, together with all successors thereto.

“Lien”

means with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset,

whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement,

any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to

give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no

event shall an operating lease be deemed to constitute a Lien.

“Limited Condition

Transaction” means any (x) acquisition, including by way of merger, amalgamation, consolidation or other business combination

or the acquisition of equity interests or otherwise, of any assets, business or Person, or any other investment and (y) irrevocable repurchases

and repayments of debt, in each case, by one or more of the Issuer and its Restricted Subsidiaries to the extent permitted by this Indenture

whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“Moody’s”

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

-11-

“Non-Recourse Debt”

means Debt:

(1) as

to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,

agreement or instrument that would constitute Debt) or (b) is directly or indirectly liable as a guarantor or otherwise; and

(2) as

to which the lenders or other holders of such Debt have been notified in writing, or the explicit terms of which provide, that they will

not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries (other than the equity interests of an

Unrestricted Subsidiary).

“Non-U.S. Person”

means a Person who is not a U.S. Person.

“Note Guarantee”

means the guarantee of the Notes by a Guarantor pursuant to the terms of this Indenture.

“Notes”

has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes shall be treated as a single

class for all purposes under this Indenture (except as specifically set forth herein), and unless the context otherwise requires, all

references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations”

means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities

payable under the documentation governing any Debt.

“Offering Memorandum”

means that offering memorandum, dated as of March 12, 2026, relating to the Initial Notes.

“Officer”

means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,

the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person

or a responsible accounting or financial officer of such Person.

“Officer’s

Certificate” means a certificate signed by an Officer; provided that each certificate with respect to compliance with

a condition or covenant provided for in this Indenture shall include:

(1) a

statement that the Person making such certificate has read such covenant or condition;

(2) a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate are based;

(3) a

statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person

to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a

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

“Opinion of Counsel”

means a written opinion (which may be subject to customary assumptions, qualifications and exclusions) from legal counsel who is acceptable

to the Trustee that meets the requirements of Section 12.05 hereof. Such counsel may be an employee of or counsel to the Issuer.

“Parent Company”

means any Person that is or becomes after the Issue Date a direct or indirect parent (which may be organized as, among other things, a

partnership) of the Issuer.

“Participant”

means, with respect to any Depositary, a Person who is a participant of or has an account with such Depositary.

-12-

“Paying Agent”

has the meaning assigned to that term in Section 2.02.

“Permitted Liens”

means:

(1) Liens

existing on the Issue Date not otherwise described below;

(2) Liens

securing Debt permitted to be Incurred pursuant to Section 4.11 in an aggregate principal amount outstanding not to exceed, as of any

date of Incurrence, the greater of $2.5 billion and an amount of Debt such that, at the time of Incurrence and after giving pro forma

effect thereto, the Consolidated Secured Leverage Ratio of the Issuer would be no greater than 4.0 to 1.0;

(3) any

Lien for Taxes or assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith and

by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP;

(4) Liens

imposed by law, such as materialmen’s, mechanics’, carriers’, warehousemen’s, landlords’, workmen’s

and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (a) are not overdue

for a period of more than 30 days and (b) individually or together with all other Permitted Liens outstanding on any date of determination

do not materially adversely affect the use of the property to which they relate or that are being contested in good faith by appropriate

proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(5) easements,

rights of way, restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property that, in

the aggregate are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto

or materially interfere with the ordinary conduct of the business of the applicable Person and leases and subleases of real property granted

to others and licenses of other assets entered into in the ordinary course of business, in each case no interfering in any material respect

with the business of the Issuer or any of its Restricted Subsidiaries;

(6) pledges

or deposits in connection with workers’ compensation laws or similar legislation or to secure public statutory obligations, not

Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase

price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA);

(7) Liens

on property or assets existing at the time the Issuer or a Restricted Subsidiary acquires such property or assets, and Liens on property

or assets of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or a Restricted Subsidiary

or such Person becomes a Restricted Subsidiary (and not created or Incurred in anticipation of such transaction), provided that

such Liens are not extended to the property and assets of the Issuer and its Restricted Subsidiaries other than the property or assets

acquired and the proceeds thereof;

(8) Liens

to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole

or in part, in accordance with the terms of this Indenture of any Debt secured by Liens referred to in clauses (1), (2), (7), this clause

(8), (9), (12), (13), (19) and (27) of this definition of Permitted Liens to the extent that (a) such Liens do not extend to any additional

property or assets (other than accessions and additions to and improvements, proceeds and products of such property or assets); and (b)

the principal amount of the obligations secured by such Liens is not increased at the time of such extension, renewal, refinancing or

refunding to an amount greater than the sum of (i) the aggregate principal or accreted amount (in the case of any Debt issued with original

issue discount, as such) then outstanding (or the committed amount, if greater) under the Debt being refunded, refinanced, renewed, replaced

or extended, (ii) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment

provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (iii) the amount of fees, expenses and costs related

to the Incurrence of such Debt;

-13-

(9) Liens

(a) to secure Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt permitted to be Incurred pursuant to Section

4.11(b)(9); provided that such Liens do not extend to or cover any assets other than such assets acquired, constructed or improved

with the proceeds of such Capital Lease Obligation, Synthetic Lease Obligation or Purchase Money Debt and any assets that, in the ordinary

course of business, are subject to Liens in favor of the same creditor for other assets subject to existing Capital Lease Obligations,

Synthetic Lease Obligations and Purchase Money Debt and (b) in respect of sale and leaseback transactions, the Debt with respect to which

is permitted pursuant to Section 4.11(b)(9);

(10) Liens

in favor of the Issuer or any Guarantor;

(11) Liens

upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of letters

of credit and banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate

the purchase, shipment or storage of such inventory or other goods;

(12) Liens

securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or

equipment of such Person; provided, however, that the Lien may not extend to any property owned by such Person or any of its Restricted

Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof),

and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition,

completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(13) Liens

on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided,

however, that (a) the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than

assets and property affixed or appurtenant thereto and any proceeds thereof) and (b) such Liens are not created or Incurred in connection

with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

(14) Liens

(a) that are contractual rights of set-off (i) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries

to permit satisfaction of overdraft or similar obligations and other cash management activities Incurred in the ordinary course of business

of the Issuer and/or any of its Restricted Subsidiaries or (ii) relating to purchase orders and other agreements entered into with customers

of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business, (b) of a collection bank arising under Section

4-210 of the Uniform Commercial Code on items in the course of collection, (c) encumbering reasonable customary initial deposits and margin

deposits relating to, or otherwise attaching to, commodity trading accounts or other brokerage accounts Incurred in the ordinary course

of business, and (d) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering

deposits (including the right of set-off);

(15) Liens

securing judgments or judicial attachment for the payment of money with respect to which execution is stayed, in each case not constituting

an Event of Default under clause (6) of Section 6.01(a) herein or securing obligations in respect of appeal bonds or other surety

bonds obtained in connection with any such judgment;

(16) any

interest of title of (a) an owner of equipment or inventory on loan or consignment, or as part of a conditional sale, to the Issuer or

any of its Restricted Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases

entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and (b) a lessor, licensor or sublicensor

or secured by a lessor’s, licensor’s or sublicensor’s interest under any lease, license or sublicense permitted under

this Indenture;

(17) deposits

in the ordinary course of business to secure liability to insurance carriers;

(18) Liens

arising out of title retention provisions in any contract in the ordinary course of business;

-14-

(19) Liens

securing Hedging Obligations so long as any related Debt is permitted to be Incurred under this Indenture;

(20) options,

put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and the

like permitted to be made under this Indenture;

(21) Liens

attaching to earnest money deposits (or equivalent deposits otherwise named) made in connection with proposed acquisitions;

(22) (a)

set-off rights not otherwise set forth in clause (14) of this definition of Permitted Liens, or (b) Liens arising in connection with repurchase

agreements that constitute investments;

(23) Liens

on cash and other deposits or net worth imposed in connection with contracts entered into the ordinary course of business;

(24) Liens

securing Obligations for third party customer financing in the ordinary course of business;

(25) Liens

on cash, cash equivalents or other property arising in connection with the defeasance, discharge or redemption of Debt;

(26) Liens

on the identifiable proceeds of any property or asset subject to a Lien otherwise permitted under this Indenture;

(27) other

Liens securing Debt (and guarantees of such Debt Incurred in accordance with Section 4.11) outstanding in an aggregate principal amount

not to exceed, as of any date of Incurrence, the greater of (a) $500.0 million and (b) 10.0% of Consolidated Total Assets of the Issuer

and its Restricted Subsidiaries;

(28) other

Liens securing obligations that do not constitute Debt for borrowed money in an aggregate outstanding principal amount not to exceed $75.0

million;

(29) (a)

Liens on the assets of a Foreign Subsidiary securing Debt Incurred by such Foreign Subsidiary in accordance with Section 4.11 herein (and

guarantees of such Debt Incurred in accordance with Section 4.11 herein) and (b) Liens on the assets of Subsidiaries that are not Guarantors

securing Debt Incurred by such Subsidiaries that are not Guarantors in accordance with Section 4.11 herein (and guarantees of such Debt

incurred in accordance with Section 4.11 herein);

(30) Liens

on cash or cash equivalents on deposit to secure reimbursement obligations under letters of credit and bank guarantees Incurred in the

ordinary course of business;

(31) Liens

on and pledges of the Capital Stock of any Unrestricted Subsidiary to the extent securing (a) Non-Recourse Debt or (b) Debt of such Unrestricted

Subsidiary;

(32) Liens

securing any arrangement for treasury, depositary or cash management services provided to the Issuer or any of its Restricted Subsidiaries

in the ordinary course of business; and

(33) Liens

on Receivables Assets or the Capital Stock of a Receivables Subsidiary, in each case granted in connection with a Receivables Facility.

-15-

“Permitted Refinancing

Debt” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Issuer or any

Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of

lenders or creditors (including, with respect to any guarantee of Debt, the refinancing of the guaranteed Debt and incurrence of a guarantee

with respect to the new Debt) (any such Debt, “Refinancing Debt”), but only to the extent that:

(1) the

Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such

Debt was subordinated to the Notes,

(2) the

Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91

days after the maturity date of the Notes,

(3) the

Refinancing Debt has an Average Life at the time such Refinancing Debt is Incurred that is equal to or greater than the Average Life of

the Debt being refunded, refinanced, renewed, replaced or extended,

(4) such

Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted

amount (in the case of any Debt issued with original issue discount, as such) then outstanding (or the committed amount, if greater) under

the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums

owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended

and (c) the amount of fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

(5) such

Refinancing Debt is not Incurred by Persons other than the Person(s) (or their successor(s)) that Incurred the Debt being refunded, refinanced,

renewed, replaced or extended, except that (a) the Issuer or any Guarantor may Incur Refinancing Debt to refund, refinance, renew, replace

or extend Debt of the Issuer or any Restricted Subsidiary and (b) any Subsidiary that is not a Guarantor may Incur Refinancing Debt to

refund, refinance, renew, replace or extend Debt of any other Subsidiary that is not a Guarantor.

“Person”

or “person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,

unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Preferred Interests”

as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated)

that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution

or winding up of such Person, to shares of Common Interests in such Person.

“Private Placement

Legend” means the legend set forth in Section 2.04(g)(1)(A) to be placed on all Notes issued under this Indenture except where

otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings”

means, with respect to any four-quarter period, the reduction in net costs and expenses that:

(1) were

directly attributable to an acquisition, investment, disposition, merger, Incurrence or repayment of indebtedness, dividend, operating

improvement, restructuring, new project, consolidation or discontinued operation or other specified action that occurred during the four-quarter

period or after the end of the four-quarter period and on or prior to the Transaction Date;

(2) were

actually implemented prior to the Transaction Date in connection with or as a result of an acquisition, investment, disposition, merger,

Incurrence or repayment of indebtedness, dividend, operating improvement, restructuring, new project, consolidation or discontinued operation

or other specified action and that are supportable and quantifiable by the underlying accounting records; or

-16-

(3) relate

to an acquisition, investment, disposition, merger, Incurrence or repayment of indebtedness, dividend, operating improvement, restructuring,

new project, consolidation or discontinued operation or other specified action (including “run-rate” cost-saving synergies)

and that the Issuer reasonably determines are probable based upon specifically identifiable actions to be taken within 24 months of the

date of the closing of the acquisition, investment, disposition, merger, Incurrence or repayment of indebtedness, dividend, operating

improvement, restructuring, new project, consolidation or discontinued operation or specified action,

provided that the aggregate amount of cost

savings added pursuant to clauses (2) and (3) of this definition shall not exceed an amount equal to 25% of Consolidated Cash Flow for

the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments

pursuant to clauses (2) and (3) of this definition). In calculating Pro Forma Cost Savings, no reduction in net costs and expenses shall

be included to the extent such reduction is included in the calculation of Consolidated Cash Flow or Consolidated Net Income for the relevant

four-quarter period.

“Public Equity Offering”

means an offer and sale of Capital Stock (other than Disqualified Capital Stock, including for the avoidance of doubt, the Excluded Equity

Issuance) of the Issuer pursuant to a registration statement that has been declared effective by the Commission pursuant to the U.S. Securities

Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan

of the Issuer).

“Purchase”

means the acquisition of all of the outstanding shares of the Target Entities by the Issuer through the Purchaser pursuant to the Share

Purchase Agreement.

“Purchase Money Debt”

means Debt:

(1) Incurred

to finance the purchase or construction (including additions and improvements thereto) of any assets (other than Capital Interests) of

such Person or any Restricted Subsidiary; and

(2) that

is secured by a Lien on such assets where the lender’s sole or primary security is to the assets so purchased or constructed or

substantially similar assets leased or purchased from such lender under a master lease or similar agreement and proceeds of the foregoing;

and in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or

should be included in addition to property, plant or equipment in accordance with GAAP.

“QIB” means

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

“Rating Agencies”

means any of Fitch, Moody’s and S&P or if any or all of Fitch, Moody’s or S&P shall not make a rating on the Notes

publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall

be substituted for Fitch, Moody’s or S&P or all three, as the case may be.

“Receivables Assets”

means any accounts receivable owed to the Issuer or any Subsidiary of the Issuer (whether now existing or arising or acquired in the future)

arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts

and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable

and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are

customarily granted in connection with securitizations of, or other financing facilities with respect to, accounts receivable (as determined

in good faith by the Issuer) and which, in each case, are sold, conveyed, assigned or otherwise transferred or in which a security interest

is granted by the Issuer or a Subsidiary of the Issuer to either (1) a Person that is not a Subsidiary of the Issuer or (2) a Receivables

Subsidiary that in turn sells, conveys, assigns, grants a security interest in or otherwise transfers such Receivables Assets to a Person

that is not a Subsidiary of the Issuer.

“Receivables Facility”

means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded

from time to time, all obligations in respect of which are non-recourse (except for Standard Securitization Undertakings) to the Issuer

or any of its Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Subsidiaries sells, conveys,

assigns, grants an interest in or otherwise transfers Receivables Assets to either (1) a Person that is not a Subsidiary of the Issuer

or (2) a Receivables Subsidiary that in turn sells, conveys, assigns, grants a security interest in or otherwise transfers such Receivables

Assets to a Person that is not a Subsidiary of the Issuer.

-17-

“Receivables Subsidiary”

means a special-purpose Wholly-Owned Subsidiary of the Issuer whose sole purpose is to purchase Receivables Assets from the Issuer or

any of its Subsidiaries (other than a Receivables Subsidiary) and to resell, convey, assign, grant a security interest in or otherwise

transfer such Receivables Assets to a Person that is not a Subsidiary of the Issuer pursuant to a Receivables Facility and which engages

in no other activities other than the foregoing and other activities reasonably related thereto.

“Record Date”

means, for the purpose of any redemption payment or other event or transaction in which Holders have a right to receive any cash, securities

or other property, the date fixed for determining the Holders entitled to receive such cash, securities or other property.

“Refinancing Debt”

has the meaning set forth in the definition of “Permitted Refinancing Debt.”

“Regulation S”

means Regulation S promulgated under the U.S. Securities Act.

“Regulation S Global

Note” means a Global Note substantially in the form of Exhibit A hereto bearing the applicable Global Note Legend and the Private

Placement Legend and deposited with or on behalf of the respective Depositary therefor and registered in the name of the respective Depositary

therefor or its nominee.

“Responsible Officer”

means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant

treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by such officers,

or to whom any corporate trust matter relating to this Indenture is referred because of such individual’s knowledge of and familiarity

with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive

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

“Restricted Global

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

“Restricted Period”

means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary”

means any Subsidiary of the Issuer that has not been designated as an Unrestricted Subsidiary in accordance with this Indenture.

“Reversion Date”

has the meaning set forth in Section 4.14.

“Rule 144”

means Rule 144 promulgated under the U.S. Securities Act.

“Rule 144A”

means Rule 144A promulgated under the U.S. Securities Act.

“Rule 902”

means Rule 902 promulgated under the U.S. Securities Act.

“Rule 903”

means Rule 903 promulgated under the U.S. Securities Act.

“Rule 904”

means Rule 904 promulgated under the U.S. Securities Act.

“S&P”

means Standard & Poor’s Investors Ratings Services and any successor to its rating agency business.

“Sale and Leaseback

Transaction” means any arrangement with any Person providing for the leasing by the Issuer or any Restricted Subsidiary of any

properties or assets of the Issuer and/or such Restricted Subsidiary (except for leases between the Issuer and any Restricted Subsidiary

or between Restricted Subsidiaries), which properties or assets have been or are to be sold or transferred by the Issuer or such Subsidiary

to such person which lease shall occur within 180 days after such sale or transfer.

-18-

“Secured Debt”

means (1) Debt secured by a Lien in any property or assets of the Issuer or its Restricted Subsidiaries or in any shares of Capital Stock

owned directly or indirectly by the Issuer in any of its Restricted Subsidiaries; or (2) Debt Incurred by Restricted Subsidiaries that

are not Guarantors pursuant to Section 4.11(a) or clauses (1), (15) or (17) of Section 4.11(b) to the extent exceeding the available amount

of the Non-Guarantor Debt Basket.

“Share Purchase Agreement”

means that certain Share Purchase Agreement, dated as of January 31, 2026, among the Purchaser (as defined therein), a Wholly-Owned Subsidiary

of the Issuer, Eddyfi Holding Inc. and its subsidiaries party thereto (collectively, the “Target Entities”) and the

Vendors party thereto, as such agreement may be amended.

“Significant Subsidiary”

means any Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation

S-X promulgated by the Commission.

“Standard Securitization

Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer

or any Restricted Subsidiary of the Issuer that, taken as a whole, are customary in an accounts receivable securitization transaction

(as determined in good faith by the Issuer), including, without limitation, those relating to the sale and servicing of Receivables Assets

and other assets of a Receivables Subsidiary.

“Subsidiary”

means any Person a majority of the outstanding Voting Stock of which is owned or controlled by the Issuer or by one or more other Subsidiaries

and which is consolidated in the Issuer’s accounts.

“Suspended Covenants”

has the meaning set forth in Section 4.14.

“Suspension Period”

has the meaning set forth in Section 4.14.

“Synthetic Lease

Obligations” means any monetary obligation of a Person under (1) a so-called synthetic, off-balance sheet or tax retention lease,

or (2) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations

that do not appear on the balance sheet of such Person but which, upon the application of any bankruptcy or insolvency laws to such Person,

would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax” means

any tax, duty, levy, impost, assessment or other governmental charge in the nature of taxes (including penalties, interest and any other

additions thereto and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax). “Taxes”

and “Taxation” shall be construed to have corresponding meanings.

“Tax Restructuring”

means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Issuer in good faith)

entered into after the Issue Date so long as such Tax Restructuring does not, in the good faith determination of the Issuer, materially

impair the guarantees provided by the Guarantors, taken as a whole.

“Termination Date”

means the “Outside Date” (as defined in the Share Purchase Agreement as in effect on the Issue Date), as such date may be

extended pursuant to definition thereof in the Share Purchase Agreement. The Issuer shall promptly notify the Trustee of the occurrence

or extension of the Termination Date.

“Transaction Date”

has the meaning given to such term in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Treasury Rate”

means, as of any Redemption Date, the yield to maturity as of the earlier of (1) such Redemption Date or (2) the date on which such Notes

are defeased or satisfied and discharged, of the most recently issued United States Treasury securities with a constant maturity (as compiled

and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business

Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data))

most nearly equal to the period from the Redemption Date to April 1, 2028; provided, however, that if the period from the Redemption

Date to April 1, 2028, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to

a constant maturity of one year will be used. Any such Treasury Rate shall be obtained by the Issuer.

-19-

“Trustee”

means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions

of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive

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

“Unrestricted Global

Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend

and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with

or on behalf of and registered in the name of the Depositary, representing the Notes that do not bear and are not required to bear the

Private Placement Legend.

“Unrestricted Subsidiary”

means any Subsidiary of the Issuer that is designated, in accordance with this Indenture, by the Board of Directors of the Issuer as an

Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has

no Debt other than Non-Recourse Debt;

(2) is

a Person with respect to which none of the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to

subscribe for additional equity interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person

to achieve any specified levels of operating results; and

(3) is

not a guarantor of and does not otherwise directly or indirectly provide credit support for any Debt of the Issuer or any of its Restricted

Subsidiaries.

“U.S. Exchange Act”

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

“U.S. Person”

means a U.S. Person as defined in Rule 902.

“U.S. Securities

Act” means the U.S. Securities Act of 1933, as amended.

“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.

“Wholly-Owned Restricted

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

“Wholly-Owned Subsidiary”

means a Subsidiary all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying

shares, foreign national qualifying or nominee or other similar shares required pursuant to applicable law) will at the time be owned

by such Person and/or by one or more Wholly-Owned Restricted Subsidiaries of such Person. Notwithstanding anything contained herein to

the contrary, Soldex S.A., a company organized under the laws of the Republic of Peru, shall be deemed to be a Wholly-Owned Restricted Subsidiary;

provided that, at least 95% of the Capital Stock of Soldex S.A. is owned by the Issuer and/or one or more Subsidiaries of the Issuer.

-20-

Section 1.02 Other Definitions.

Term

Defined in

Section

Authentication Agent

2.01(d)

Authentication Order

2.01(d)

Authorized Person

7.11

Change of Control Offer

4.09(a)

Change of Control Payment

4.09(a)

Change of Control Payment Date

4.09(a)(B)

Covenant Defeasance

8.03

Event of Default

6.01(a)

Issuer

Preamble

LCT Election

1.05

LCT Test Date

1.05

Legal Defeasance

8.02

Losses

7.11

Non-Guarantor Debt Basket

4.11(c)

Notes

Preamble

Outstanding Notes

2.05

Paying Agent

2.02

Payment Default

6.01(a)(5)(A)

Permitted Debt

4.11(b)

Redemption Date

3.06(a)

2.02

Registrar

2.02

Special Mandatory Redemption

3.08

Special Mandatory Redemption Date

3.08

Special Mandatory Redemption Event

3.08

Special Mandatory Redemption Price

3.08

Successor Company

5.01(a)(1)

Transfer Agent

2.02

Section 1.03 Rules of Construction.

Unless the context otherwise

requires:

(1) a

term has the meaning assigned to it;

(2) an

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

(3) “or”

is not exclusive;

(4) “including”

means including without limitation;

(5) words

in the singular include the plural, and in the plural include the singular;

(6) “will”

shall be interpreted to express a command;

(7) provisions

apply to successive events and transactions; and

(8) references

to sections of or rules under the U.S. Securities Act will be deemed to include substitute, replacement successor sections or rules adopted

by the Commission from time to time.

-21-

Section 1.04 Acts of Holders.

(a) Any

request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person

or by agent 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 Issuer. Such instrument or instruments

(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “act of Holders” signing such

instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for

any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

(b) The

fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution

or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual

signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a

capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such

signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing

the same, may also be proved in any other manner which the Trustee deems sufficient.

request, demand, authorization, direction, notice, consent, waiver or other act of the Holder of any Note shall bind every future Holder

of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof

in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation

of such action is made upon such Note.

(d) If

the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act of a Holder,

the Issuer may, at its option, by or pursuant to a board resolution, 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 of a Holder, but the Issuer shall have no

obligation to do so. If such a Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other

act of a Holder 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 of a Holder,

and for that purpose the Outstanding Notes shall be computed as of such Record Date; provided that no such authorization, agreement

or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of

this Indenture not later than six months after the Record Date. If no such Record Date has been set, the date the taking of such action

by the Holders of such requisite principal amount is the date certified to the Paying Agent and Trustee by the Issuer.

Section 1.05 Limited Condition

Transactions.

In connection with determining

whether any Limited Condition Transaction and any actions or transactions related thereto is permitted hereunder, which determination

requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, then at the option of the Issuer

(the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),

the date of determination of whether, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction

would have been permitted on in compliance with such provision shall be deemed to be the date the definitive agreement for such Limited

Condition Transaction is entered into (the “LCT Test Date”). For the avoidance of doubt, if the Issuer has made an

LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at

any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any

such ratio, test or basket, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with

as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply),

and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such

Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition

Transaction is consummated and the date that the definitive agreement for such Limited Condition Transaction is terminated, expires or

passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined

or tested giving pro forma effect to such Limited Condition Transaction.

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ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) General.

The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A attached hereto with

respect to the Notes. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Initial

Notes will initially be represented by the Global Notes. Each Note will be dated the date of its authentication. The Notes shall be issued

in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Global Notes will be deposited

with, or on behalf of, the Custodian, as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

The terms and provisions contained

in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution

and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision

of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global

Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the Global Note Legend

thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). So long as the Notes are

held in global form, DTC, or its nominee, will be considered the sole Holder of Global Notes for all purposes under this Indenture. Each

Global Note will represent such of the Outstanding Notes as will be specified therein and each shall provide that it represents the aggregate

principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes

represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement

of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented

thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder

thereof as required by Section 2.04 hereof.

Notes. Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note

Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).

(d) Execution

and Authentication. The Notes may be executed in any number of counterparts (including by attachment to electronic mail in portable

document format (PDF)), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute

the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties thereto and delivered

to the other parties thereto.

If the Officer whose signature

is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until

authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under

this Indenture.

On the Issue Date, the Trustee

shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate

and deliver the Initial Notes for original issue up to $1,000,000,000 in aggregate principal amount and, upon delivery of any Authentication

Order at any time and from time to time thereafter, the Trustee shall authenticate Additional Notes for original issue or Definitive Notes

issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order

shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes (if applicable), the date on which

the Notes are to be authenticated, and whether the Notes are to be issued as definitive Notes or Global Notes. In addition, such Authentication

Order shall be accompanied by an Officer’s Certificate or include a statement that the Person signing the Authentication Order has

(i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination

or investigation as is necessary to enable him to make such statements. The Issuer may issue Additional Notes under this Indenture subsequent

to the Issue Date, subject to Section 4.11 of this Indenture.

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The Trustee may appoint an

authenticating agent reasonably acceptable to the Issuer to authenticate Notes (each, an “Authentication Agent”). Any

such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless limited

by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this

Indenture to authentication by the Trustee includes authentication by such agent. Any authenticating agent has the same rights as an Agent

to deal with Holders or an Affiliate of the Issuer.

Section 2.02 Registrar and Paying

Agent.

The Issuer will maintain in

the contiguous United States offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”)

and offices or agencies where Notes may be presented for payment (each, a “Paying Agent”). The Registrar shall

keep a register of the Notes and of their transfer and exchange (the “Register”). The Issuer may have one or more co-registrars

and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent”

includes any such additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer

will give prompt written notice to the Trustee of any such co-registrar or additional paying agents and of any change in the name or address

of any such Registrar or Paying Agent. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee,

acting as agent of the Issuer solely for this purpose, shall act as such. The Issuer or any of its Subsidiaries, acting as agent of the

Issuer solely for this purpose, may act as Paying Agent or Registrar.

The Issuer initially appoints

The Depository Trust Company to act as a Depositary with respect to the Global Notes. The Issuer initially appoints U.S. Bank Trust Company,

National Association to act as Paying Agent and Registrar, the transfer agent (in such capacity, together with its successors in such

capacity, the “Transfer Agent”) for the Notes and as Custodian for the Global Notes.

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 Holders. If the Trustee

is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least seven (7) Business Days before each Interest Payment

Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably

require of the names and addresses of Holders.

The Issuer shall enter into

an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the

provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent.

If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as

such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Upon notice to the Trustee,

the Issuer may change any Paying Agent, Registrar or Transfer Agent. The Issuer will mail a notice of any change of Paying Agent, Registrar

or Transfer Agent in the case of Definitive Notes by first-class mail to each Holder’s registered address, as it appears on the

Payment of principal will

be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part,

upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal

amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred

Definitive Note at the office of any Transfer Agent.

The obligations of the Agents

are several and not joint.

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Section 2.03 Paying Agent to Hold Money in

Trust.

The Issuer shall require each

Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the

Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest (if any) on the Notes and shall

notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require

a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by

it to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold

it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to

the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.03, the Paying Agent

(if other than the Issuer or a Subsidiary) shall have no further liability for the money delivered to the Trustee. If the Issuer or a

Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all

money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as

Paying Agent for the Notes. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any

Paying Agent be liable for interest on any money received by it hereunder. For the avoidance of doubt, a Paying Agent and the Trustee

shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment

instructions are not made or that are not otherwise deposited by the respective times set forth in this Indenture and (ii) until they

have confirmed receipt of funds sufficient to make the relevant payment.

The Registrar will preserve

in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. The

Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee

may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the

Holders.

Neither the Trustee nor any

of its Agents will have any responsibility or be liable for any aspect of the records in relation to, or payments made on account of,

beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial

ownership interests.

Section 2.04 Transfer and Exchange.

(a) Transfer

and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary,

by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to

a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes

if:

(1) the

Issuer delivers to the Trustee and the Registrar notice (i) from DTC that they are unwilling or unable to continue to act as depositary

for the Global Notes, and the Issuer fails to appoint a successor or (ii) from the Custodian that it is unwilling or unable to continue

to act as custodian and a successor custodian is not appointed by the Issuer within 120 days after the date of such notice from the Custodian;

(2) DTC

so requests following an Event of Default with respect to such Global Notes; or

(3) the

owner of a Global Note requests such exchange in writing delivered through DTC following an Event of Default with respect to such Global

Note.

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Upon the occurrence of any

of the events listed in the preceding clause (1) of this Section 2.04(a), or if the Issuer, in its sole discretion, notifies the Trustee

and the Registrar in writing that it elects to cause the issuance of Definitive Notes under this Indenture, the Issuer shall execute,

and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes in an aggregate principal amount

equal to the principal amount of the applicable Global Notes tendered in exchange therefor. The Issuer will, at the cost of the Issuer

(but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever nature

which may be levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the

Trustee for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the

relevant event. The Registrar shall, at the cost of the Issuer, deliver such Definitive Notes to the Persons in whose names such Notes

are so registered. Definitive Notes issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.04(a) shall

be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its Participants or

Indirect Participants or otherwise, shall instruct the Registrar. A Global Note may not be exchanged for another Note other than as provided

in this Section 2.04(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided

in Section 2.04(b), (c), (d) or (e) hereof.

(b) Transfer

and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will

be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests

in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required

by the U.S. Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph

(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer

of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions

set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers

of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person.

Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect

the transfers pursuant to this Section 2.04(b)(1).

(2) All

Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.04(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest

to be transferred or exchanged; and

(ii) instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase;

(B) both:

(i) a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions

given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered

to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the

transfer or exchange of beneficial interests in the Regulation S Global Note prior to (A) the expiration of the Restricted Period and

(B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the U.S. Securities Act.

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Upon satisfaction of all of

the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise

applicable under the U.S. Securities Act, the Paying Agent shall adjust the principal amount of the relevant Global Note(s) pursuant to

Section 2.04(h) hereof.

(3) Transfer

of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies

with the requirements of Section 2.04(b)(2) above and the Registrar receives the following:

(A) if

the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate

in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if

the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof.

(4) Transfer

and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial

interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note

or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange

or transfer complies with the requirements of Section 2.04(b)(2) above and the Registrar receives the following:

(A) if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest

in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (a)(i)

thereof; or

(B) if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form

of Exhibit B hereto, including the certifications in item (3) thereof;

and, in each such case, if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and

in the Private Placement Legend are no longer required in order to maintain compliance with the U.S. Securities Act.

If any such transfer is effected

at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order

in accordance with Section 2.01 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal

amount equal to the aggregate principal amount of beneficial interests transferred. Beneficial interests in an Unrestricted Global Note

cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global

Note.

-27-

or Exchange of Beneficial Interests for Definitive Notes. If any of the events in clause (1) or (2) of Section 2.04(a) has occurred

or the Issuer has elected pursuant to Section 2.04(a) to cause the issuance of Definitive Notes, transfers or exchanges of beneficial

interests in a Global Note for a Definitive Note shall be effected, subject to the satisfaction of the conditions set forth in the applicable

subclauses of this Section 2.04(c).

(1) Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive

Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit

B hereto, including the certifications in item (1) thereof;

such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904,

a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the U.S. Securities Act in

accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) (a) thereof;

(E) if

such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit

B hereto, including the certifications in item (4) thereof; or

(F) if

such beneficial interest is being transferred pursuant to an effective registration statement under the U.S. Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Paying Agent shall cause the aggregate

principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.04(h) hereof, and the Issuer shall execute

and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions

a Restricted Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest

in a Restricted Global Note pursuant to this Section 2.04(c) shall be registered in such name or names and in such authorized denomination

or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the

Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes

are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to

this Section 2.04(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) [Reserved].

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(3) Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes

delivery thereof in the form of an Unrestricted Definitive Note only upon receipt by the Registrar of the following documentation:

(A) if

such beneficial interest is being transferred pursuant to an effective registration statement under the U.S. Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

(B) if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the U.S. Securities Act in

accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) (a) thereof;

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive

Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (b)(i) thereof; or

(D) if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,

including the certifications in item (3) thereof;

and, in the case of clause (1) or (2),

if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar

to the effect that such exchange or transfer is in compliance with the U.S. Securities Act and that the restrictions on transfer contained

herein and in the Private Placement Legend are no longer required in order to maintain compliance with the U.S. Securities Act.

(4) Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest

to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth

in Section 2.04(b)(2) hereof, the Paying Agent will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly

pursuant to Section 2.04(h) hereof, and the Issuer will execute and, upon receipt of an Authentication Order, the Trustee will authenticate

and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted

Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.04(c)(4) will be registered in such name or names

and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar

from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Unrestricted Definitive Notes

to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest

pursuant to this Section 2.04(c)(4) will not bear the Private Placement Legend.

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(d) Transfer

and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange

such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes

to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar

of the following documentation:

(A) if

the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit

B hereto, including the certifications in item (1) thereof;

such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule

904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

(D) if

such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (4) thereof, the Registrar will cancel the Restricted Definitive Note, increase

or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in

the case of clause (B) above, the 144A Global Note, and in the case of clause (C) or (D) above, the Regulation S Global Note.

(2) Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such

Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person

who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such

Restricted Definitive Note is being transferred pursuant to an effective registration statement under the U.S. Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof;

(B) such

Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the U.S. Securities Act

in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including certifications in item 3(a) thereof;

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Registrar receives the following:

(i) if

the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in the Unrestricted

Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item(c)(i) thereof; or

(ii) if

the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery

thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B

hereto, including the certifications in item (3) thereof;

and, in each such case set forth in

clauses (i) and (ii) of subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel

in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the U.S. Securities

Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain

compliance with the U.S. Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.04(d)(2), the

Trustee will cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global

Note.

(3) Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such

Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to

a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a

request for such an exchange or transfer, the Registrar will cancel the applicable Unrestricted Definitive Note and increase or cause

to be increased the aggregate principal amount of the relevant Unrestricted Global Note.

If any such exchange or transfer

from an Unrestricted Definitive Note to a beneficial interest is effected pursuant to subparagraph (2) or (3) above at a time when an

Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will

authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes

so transferred.

(e) Transfer

and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.04(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to

such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and duly executed by such Holder or

by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents

and information, as applicable, required pursuant to the following provisions of this Section 2.04(e).

(1) Restricted

Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of

a Person who takes delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if

the transfer will be made pursuant to Rule 144A under the U.S. Securities Act, then the transferor must deliver a certificate in the form

of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto,

including the certifications in item (2) thereof; and

the transfer will be made pursuant to any other exemption from the registration requirements of the U.S. Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.

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(2) Restricted

Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the

Registrar receives the following:

(A) if

the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for an Unrestricted Definitive Note,

a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (d)(i) thereof; or

(B) if

the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery

thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the

certifications in item (3) thereof;

and, in each such case set forth in

clauses (A) and (B) above, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the U.S. Securities Act and that the restrictions on transfer contained herein and

in the Private Placement Legend are no longer required in order to maintain compliance with the U.S. Securities Act.

(3) Unrestricted

Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive

Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such

a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Reserved.

(g) Legends.

The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically

stated otherwise in the applicable provisions of this Indenture.

(1) Private

Placement Legend.

(A) Except

as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution

thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN AND WILL

NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF

ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,

PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

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THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE

HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES

ACT) OR (B) IT IS A NON-U.S. PERSON ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S

UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER,

SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN

THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE

OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER

THE LATER OF THE DATE WHEN THE SECURITIES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S AND THE DATE

OF THE COMPLETION OF THE DISTRIBUTION] ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE

UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES

ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN

RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER

IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION

S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES

ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR

ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE

LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER

(I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH

OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF

THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE 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.

(B) Notwithstanding

the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph 2.04(b)(4), 2.04(c)(3), 2.04(d)(2), 2.04(d)(3), 2.04(e)(2)

or 2.04(e)(3) of this Section 2.04 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement

Legend.

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(2) Global

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

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT

TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT

TO SECTION 2.04 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.04(a) OF THE INDENTURE,

(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (4) THIS GLOBAL

NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN

WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE

TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITARY (WHICH SHALL INITIALLY BE THE DEPOSITORY TRUST COMPANY) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

(3) Original

Issue Discount Legend. Any Note issued with more than de minimis original issue discount for U.S. Federal Income Tax purposes

authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE

DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE

DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS:

ESAB CORPORATION, 909 ROSE AVENUE, 8TH FLOOR, NORTH BETHESDA, MARYLAND 20852, ATTENTION: GENERAL COUNSEL.

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(h) Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned

to or retained and canceled by the Registrar in accordance with Section 2.08 hereof. At any time prior to such cancellation, if any beneficial

interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest

in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly

and an endorsement will be made on such Global Note by the Registrar or by the Custodian at the direction of the Registrar to reflect

such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the

form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be

made on such Global Note by the Registrar or by the Custodian at the direction of the Registrar to reflect such increase.

(i) General

Provisions Relating to Transfers and Exchanges.

(1) To

permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive

Notes upon receipt of an Authentication Order.

(2) No

service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange,

but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection

therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06

and 4.09 hereof).

(3) The

Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the

unredeemed portion of any Note being redeemed in part.

(4) All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the

valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes

or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) None

of the Trustee or the Registrar or the Issuer will be required:

(A) to

issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day

of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to

register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note

being redeemed in part; or

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(6) Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7) The

Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.01 hereof.

(8) All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.04 to effect

a registration of transfer or exchange may be submitted by facsimile.

(9) Each

Holder agrees to indemnify the Issuer, the Trustee, the Registrar and each Agent against any liability that may result from the transfer,

exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States Federal

or state securities law. Neither the Registrar nor the Trustee shall have any obligation or duty to monitor, determine or inquire as to

compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any

interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required

by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance

as to form with the express requirements hereof.

(10) The

Trustee or any Agent may request from the Issuer an Officer’s Certificate and/or Opinion of Counsel before taking any action or

refraining from acting pursuant to this Section 2.04.

(11) None

of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant

in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or

member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial

owner or other Person (other than the Depositary) of any notice (including any notice of optional redemption) or the payment of any amount,

under or with respect to such Note.

Section 2.05 Outstanding Notes.

The Notes outstanding at any

time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions

in the interest in a Global Note effected by the Paying Agent or Registrar in accordance with the provisions hereof, and those in this

Section 2.05 as not outstanding (the “Outstanding Notes”). Except as set forth in Section 2.06 hereof, a Note

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

If a Note is replaced pursuant

to Section 2.06 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held

by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

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If the principal amount and

premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other

than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all

principal, premium, if any, and interest on the Notes payable on that date and the Paying Agent is not prohibited from paying such money

to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes will be deemed to be no longer

outstanding and will cease to accrue interest.

Section 2.06 Replacement Notes.

If any mutilated Note is surrendered

to the Registrar, the Trustee or the Issuer or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of

any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the

Registrar’s and Trustee’s requirements are met. If required by the Trustee, the Registrar or the Issuer, an indemnity bond

must be supplied by the Holder that is sufficient in the judgment of each such party to protect the Issuer, the Trustee, the Registrar

and any Agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

If, after the delivery of

such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment

or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered

or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided

therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee, any Agent and any authenticating agent

in connection therewith.

Subject to the provisions

of the final sentence of the preceding paragraph of this Section 2.06, every replacement Note is an additional obligation of the Issuer

and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

For purposes of determining

whether the Holders of the requisite principal amount of Notes have taken any action as herein provided, the principal amount of Notes

shall be deemed to be principal amount of the Notes as of (i) if a Record Date has been set with respect to the taking of such action,

such date or (ii) if no such Record Date has been set, the date the taking of such action by the Holders of such requisite principal amount

is certified to the Paying Agent and Trustee by the Issuer.

Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced

by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or

may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on which such consent

is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; 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 Issuer.

In determining whether the

Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by

any Affiliate of the Issuer, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee

will be protected in relying on any such direction, waiver or consent, only Notes shown on the register maintained by the Registrar as

being owned by the Issuer, or by an Affiliate of the Issuer shall be so disregarded.

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Section 2.07 Temporary Notes.

Until certificates representing

Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary

Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate

for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee

will authenticate Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes

will be entitled to all of the benefits of this Indenture.

Section 2.08 Cancellation.

The Issuer at any time may

deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them

for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,

exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of

the U.S. Exchange Act) in its customary manner. The Issuer may not issue new Notes to replace Notes that it has paid or that have been

delivered to the Trustee for cancellation.

Section 2.09 Defaulted Interest.

If the Issuer defaults in

a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable

on the defaulted interest, to the Persons who are Holders on a subsequent special Record Date, in each case at the rate provided in the

Notes and in Section 4.01 hereof. The Issuer will notify the Trustee and Paying Agent in writing of the amount of defaulted interest proposed

to be paid on each Note and the date of the proposed payment and at the same time the Issuer may deposit with the Paying Agent 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 Paying Agent 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. The Issuer will fix or cause to be fixed each such

special Record Date and payment date, provided that no such special Record Date may be less than 10 days prior to the related payment

date for such defaulted interest. At least 15 days before the special Record Date, the Issuer (or, upon the written request of the Issuer,

the Trustee in the name and at the expense of the Issuer) will deliver or cause to be delivered to Holders a notice that states the special

Record Date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions

of this Section 2.09 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange

for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other

Note.

Section 2.10 Treasury Notes.

In determining whether the

Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by

any Affiliate of the Issuer, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee

will be protected in relying on any such direction, waiver or consent, only Notes shown on the register maintained by the Registrar as

being owned by the Issuer, or by an Affiliate of the Issuer shall be so disregarded.

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ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem

any Notes pursuant to Section 3.06 hereof, it shall furnish to the Trustee and the Paying Agent, at least 10 days but not more than 60

days before the redemption date (and at least five Business Days before the publication of the notice of redemption pursuant to Section

3.03 or such shorter time as shall be acceptable to the Trustee), an Officer’s Certificate setting forth the clause of this Indenture

pursuant to which the redemption shall occur, the redemption date, the principal amount of Notes to be redeemed and the redemption price;

provided that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection

with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 of this Indenture.

Section 3.02 Selection of Notes to Be

Redeemed or Purchased.

(a) If

less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee or the Registrar, as applicable,

will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes

are listed as certified to the Trustee or the Registrar, as applicable by the Issuer, and in compliance with the requirements of DTC,

or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through DTC or DTC prescribes

no method of selection, on a pro rata basis; provided, however, that no Note of $2,000 in aggregate principal amount or

less shall be redeemed in part and only Notes in integral multiples of $1,000 will be redeemed.

(b) In

the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise

provided herein, not less than 10 nor more than 60 days prior to the redemption or purchase date by the Trustee from the Outstanding Notes

not previously called for redemption or purchase.

Trustee (or the Registrar, as appropriate) will promptly notify the Issuer in writing of the Notes selected for redemption or purchase

and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes

and portions of Notes selected will be in amounts of $2,000 or in whole multiples of $1,000 in excess thereof; except that if all of the

Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or an

integral multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions

of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

(d) Neither

the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Indenture.

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Section 3.03 Notice of Redemption.

(a) At

least 10 days but not more than 60 days before a redemption date, the Issuer will send or cause to be sent, by first-class mail (or electronic

transmission), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee),

except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a

defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 of this Indenture.

(b) The

notice will identify the Notes to be redeemed and will state (including ISIN and CUSIP numbers, to the extent applicable):

(1) the

redemption date and Record Date;

(2) the

redemption price;

(3) if

any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date

upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation

of the original Note;

(4) the

name and address of the Paying Agent;

(5) that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that,

unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the

redemption date;

(7) the

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

(8) that

no representation is made as to the correctness or accuracy of the ISIN or CUSIP numbers, if any, listed in such notice or printed on

the Notes; and

(9) state

if the redemption is a conditional redemption and the timeframe of such condition should be satisfied prior to the redemption date.

the Issuer’s request, the Trustee (or the Registrar, as appropriate) will give the notice of redemption in the Issuer’s name

and at its expense; provided, however, that the Issuer makes such request no later than 1:00 p.m., New York City time, on the date

that is at least five Business Days (or such shorter period as may be permitted by the Trustee) prior to the date by which such notice

must be given to Holders in accordance with this Section 3.03.

(d) For

Notes that are in the form of Global Notes held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC.

(e) Once

notice of redemption is sent in accordance with Section 3.03, Notes called for redemption become due and payable on the redemption date

at the redemption price. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, plus accrued interest to,

but not including, the redemption date.

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Section 3.04 Deposit of Redemption or

Purchase Price.

Prior to 10:00 a.m. New York

time on the redemption or purchase date (or pursuant to such other arrangements as may be agreed between the Issuer and the Trustee),

the Issuer will deposit with the Paying Agent money in same day funds sufficient to pay the redemption or purchase price of and accrued

interest on all Notes to be redeemed or purchased on that date other than Notes or portions of Notes called for redemption that have been

delivered by the Issuer to the Trustee for cancellation. The Paying Agent will promptly return to the Issuer any money deposited with

the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on

all Notes to be redeemed or purchased. Neither the Trustee nor any Agent shall be required to pay out any money without first having been

placed in funds.

If the Issuer complies with

the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or

the portions of Notes called for redemption or purchase unless the relevant Paying Agent is prohibited from making such redemption payment

pursuant to the terms of this Indenture. If a Note is redeemed or purchased on or after an interest Record Date but on or prior to the

related interest payment date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered

at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon redemption because of the failure

of the Issuer to comply with the preceding paragraph, interest will continue to be payable on the unpaid principal and premium, if any,

including from the redemption date until such principal and premium, if any, is paid, and, to the extent lawful, on any interest not paid

on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.05 Notes Redeemed in Part.

Upon surrender of a Note that

is to be redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder, at the expense of the Issuer, a new

Note equal in aggregate amount to the unredeemed portion of the Note surrendered.

Section 3.06 Optional Redemption.

(a) At

any time prior to April 1, 2028, the Issuer may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’

prior notice (provided that the Issuer may give more than 60 days’ prior notice if the notice is issued in connection with

a defeasance of the Notes or a satisfaction and discharge of this Indenture), at a redemption price equal to 100% of the principal amount

of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon, to, but not including,

the applicable date of redemption (the “Redemption Date”).

(b) On

or after April 1, 2028, the Issuer may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice

(provided that the Issuer may give more than 60 days’ prior notice if the notice is issued in connection with a defeasance

of the Notes or a satisfaction and discharge of this Indenture), 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, if redeemed

during the twelve-month period beginning on April 1 of the years indicated below:

Year

Redemption Price

2028

102.813%

2029

101.406%

2030 and thereafter

100.000%

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the foregoing, at any time prior to April 1, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes issued

under this Indenture, at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any,

to, but not including, the Redemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that:

(1) at

least 60% of the aggregate principal amount of the Notes under this Indenture remains outstanding immediately after the occurrence of

such redemption (excluding the Notes held by the Issuer and its Subsidiaries); and

(2) the

redemption must occur within 180 days of the date of the closing of such Public Equity Offering.

(d) If

the Notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed.

A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder thereof upon

cancellation of the original note. Notes called for redemption become due on the date fixed for redemption (subject to the satisfaction

of any applicable conditions precedent). On and after the Redemption Date, unless the Issuer defaults in the payment of the applicable

redemption price, interest ceases to accrue on such Notes or portions of them called for redemption. Calculation of the Applicable Premium

will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation

or the correctness thereof shall not be a duty or obligation of the Trustee or the Paying Agent.

(e) In

connection with any redemption of the Notes (including with the net cash proceeds of a Public Equity Offering), any such redemption may,

at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a sale

of common stock or other corporate transaction (including any related Public Equity Offering). In addition, if such redemption or notice

is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption

Date may be delayed until such time as any or all such conditions shall be satisfied, or 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 by the Redemption Date, or by the Redemption

Date so delayed.

(f) In

addition, the Issuer may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions

or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this

Indenture.

Section 3.07 No Mandatory Redemption or

Sinking Fund.

Except as set forth under

Section 3.08, the Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.

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Section 3.08 Special Mandatory

Redemption.

(a) If

(i) the Purchase has not been consummated on or prior to the Termination Date or (ii) the Issuer notifies the Trustee in writing that

the Purchase will not be consummated on or prior to the Termination Date (including, without limitation, due to the Share Purchase Agreement

having been terminated in accordance with its terms prior to the Termination Date) (each of the above, a “Special Mandatory Redemption

Event”), then the Issuer shall, on the Business Day following the occurrence of the Special Mandatory Redemption Event, deliver

notice to the Trustee of the Special Mandatory Redemption (which shall set forth the Special Mandatory Redemption Date (as defined below)),

together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of the Notes. The Trustee

will then promptly mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures) such notice

of Special Mandatory Redemption to each registered holder of the Notes. The Issuer shall also deposit with the Trustee, cash in an amount

sufficient to redeem the Notes (the “Special Mandatory Redemption”) on the second (2nd) Business Day following the

occurrence of the Special Mandatory Redemption Event (such second (2nd) Business Day, the “Special Mandatory Redemption Date”)

or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”)

equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date or the most recent date to

which interest has been paid or duly provided for on the Notes, as the case may be, to, but excluding, the Special Mandatory Redemption

Date. For the avoidance of doubt, it is acknowledged and agreed that in no event shall the Trustee have any responsibility for determining

or verifying the accuracy of the Special Mandatory Redemption Price. Unless the Issuer defaults in payment of the Special Mandatory Redemption

Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will

have no obligation to monitor, or otherwise inquire into, the status of the Purchase.

(b) Upon

the consummation of the Purchase, the foregoing provisions regarding Special Mandatory Redemption will cease to apply.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

(a) The

Issuer shall pay or cause to be paid the principal of, premium, if any, and interest, if any, on the Notes on the dates and in the manner

provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent (if other

than the Issuer or a Subsidiary thereof) holds, as of 10:00 a.m. New York time on such due date (or such other time as the Issuer and

the Paying Agent may mutually agree from time to time, but always subject to actual receipt), money deposited by the Issuer in immediately

available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and is not prohibited from

paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuer will promptly notify the Trustee and

the applicable Paying Agent of its failure to so deposit. Subject to actual receipt of such funds as provided by this Section 4.01 by

the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with this Indenture.

(b) The

Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the then

applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under

any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent

lawful.

(d) To

the extent any payment on the Notes is due on any date which is not a Business Day, such payment need not be made on such day, but may

be made on the next succeeding Business Day with the same force and effect as if made on such due date.

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Section 4.02 Maintenance of Office or

Agency.

(a) The

Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar)

for the Notes in the contiguous United States, where (1) Notes may be surrendered for registration of transfer or for exchange and (2)

notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written

notice to the Trustee of the location, and any change in the location, of such office or agency.

(b) The

Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for

any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission

will in any manner relieve the Issuer of its obligation to maintain an office or agency in the contiguous United States for such purposes.

The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any

such other office or agency.

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

2.02 hereof.

Section 4.03 SEC Reports.

(1) Whether

or not required by the Commission, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee and the Holders of Notes,

or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or

any successor system) (“EDGAR”), within the time periods specified in the Commission’s rules and regulations:

(A) all

quarterly and annual financial information of the Issuer that would be required to be contained in a filing with the Commission on Forms

10-Q and 10-K if the Issuer were required to file such forms, including a “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements

by the certified independent accountants of the Issuer; and

(B) all

current reports of the Issuer that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such

reports.

In addition, whether or not

required by the Commission, the Issuer shall file a copy of all of the information and reports referred to in clauses (A) and (B) above

with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless

the Commission will not accept such a filing) and make such information available to Holders, securities analysts and prospective investors

upon request. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders and

to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities

Act.

(2) The

financial information and reports required by this Section 4.03 need not include any separate financial statements of a Guarantor or information

required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation) so long as such financial information and reports are accompanied

by consolidating information that explains in reasonable detail the differences between the information relating to the Issuer and the

Guarantors, on one hand, and the information relating to non-Guarantors on the other hand. The requirements set forth in this Section

4.03 may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuer or

a third party) to which access is given to the Holders, prospective purchasers of the Notes and securities analysts.

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(3) Delivery

of such reports, information, and documents to the Trustee pursuant to the provisions of this Section 4.03 is for informational purposes

only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable

from information contained therein, including the Issuer’s compliance with any of the covenants hereunder (as to which the Trustee

is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing

basis or otherwise, the Issuer’s compliance with the covenants hereunder or with respect to any reports or other documents filed

with the Commission or EDGAR or any website under this Indenture, or participate in any conference calls.

Section 4.04 Limitation on Liens.

The Issuer will not, and will

not permit any of its Restricted Subsidiaries, directly or indirectly, to, enter into, create, Incur, assume or suffer to exist any Liens

of any kind (other than Permitted Liens) on or with respect to any of its property or assets now owned or hereafter acquired or any of

its interest therein or any income or profits therefrom, which Liens secure Debt, without securing the Notes and all other amounts due

under this Indenture equally and ratably with (or prior to) the Debt secured by such Lien until such time as such Debt is no longer secured

by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a guarantee of the Notes, the Lien

securing such Debt will also be so subordinated by its terms to the Notes and the guarantees at least to the same extent.

Section 4.05 [Reserved].

Section 4.06 [Reserved].

Section 4.07 Compliance Certificate; Statement

by Officers as to Default.

(a) The

Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer ending after the date hereof (and

within 14 days upon a request at any time after such 120 days), an Officer’s Certificate, stating that a review of the activities

of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a

view to determining whether the Issuer and each Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture,

and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Issuer and each Guarantor has

kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or

observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing

all such Defaults or Events of Default of which he or she may have knowledge).

(b) Upon

becoming aware of any Default or Event of Default, the Issuer shall promptly (and in no event later than 30 days after becoming aware

of such Default or Event of Default) deliver to the Trustee an Officer’s Certificate specifying such Default or Event of Default

and the action the Issuer proposes to take with respect to such Default or Event of Default.

The Trustee will not be obligated

to monitor the Issuer’s or any Guarantor’s compliance with the terms of this Indenture or to ascertain or inquire as to the

observance, performance of any covenants, conditions or agreements of the Issuer or any Guarantor, except as expressly set forth in this

Indenture.

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Section 4.08 [Reserved].

Section 4.09 Offer to Repurchase Upon Change

of Control.

(a) Upon

the occurrence of a Change of Control, unless the Issuer has exercised its right to redeem the Notes as provided in Section 3.06 hereof,

the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000

principal amount and integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a repurchase price in cash equal

to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including,

the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer

shall send a notice to each Holder, with a copy to the Trustee and the Paying Agent, describing the transaction or transactions that constitute

the Change of Control and stating:

(A) that

the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for payment;

(B) the

purchase price and the purchase date, which shall be no earlier than 10 days and no later than 90 days from the date such notice is sent

(the “Change of Control Payment Date”);

any Note not tendered will continue to accrue interest;

(D) that,

unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control

Offer will cease to accrue interest after the Change of Control Payment Date;

(E) that

Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form

entitled “Option of Holder to Elect Purchase” attached to the Notes completed, to the Paying Agent at the address specified

in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(F) that

Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business

Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder,

the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;

and

(G) that

Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of

the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess

thereof.

The Issuer shall comply with the requirements

of Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations

are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of

any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer shall comply with the applicable securities

laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such compliance.

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(b) On

the Change of Control Payment Date, the Issuer will, to the extent lawful:

(A) accept

for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(B) deposit

with the applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly

tendered;

or cause to be delivered to the Paying Agent the Notes properly accepted together with an Officer’s Certificate delivered to the

Trustee stating the aggregate principal amount of Notes being purchased by the Issuer;

(D) in

the case of Global Notes, deliver, or cause to be delivered, to the Paying Agent the Global Notes in order to reflect thereon the portion

of such Notes or portion thereof that have been tendered to and purchased by the Issuer; and

(E) in

the case of Definitive Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Notes accepted

for purchase by the Issuer.

If any Definitive Notes have

been issued, the Paying Agent, if so directed in writing by the Issuer, will, at the expense of the Issuer, promptly mail to each Holder

of Definitive Notes properly tendered the Change of Control Payment for such Notes, and the Trustee, if so directed in writing by the

Issuer, will, at the expense of the Issuer, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a

new Definitive Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, provided that each new

Note will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The Issuer will publicly announce

the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Notwithstanding anything to

the contrary in this Section 4.09, the Issuer will not be required to make a Change of Control Offer upon a Change of Control in respect

of the Notes if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements

set forth in this Section 4.09 and purchases all the Notes validly tendered and not withdrawn under such Change of Control Offer, (ii)

notice of redemption has been given or will be given with respect to such Notes pursuant to Section 3.06 prior to the date the Issuer

is required to send notice of the Change of Control Offer to the Holders of the Notes, unless and until there is a default in payment

of the applicable redemption price or (iii) the Issuer effects Legal Defeasance or Covenant Defeasance of the Notes under Article 8 of

this Indenture prior to the occurrence of such Change of Control.

A Change of Control Offer

may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement has been executed

for a transaction that would constitute a Change of Control at the time of the making of the Change of Control Offer.

In the event that Holders

of not less than 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Issuer purchases

all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ notice, given

not more than 30 days following the purchase pursuant to the Change of Control Offer as provided above, to redeem all of the Notes that

remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included

in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of

redemption.

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Section 4.10 Additional Guarantees.

If, after the Issue Date,

(a) any Subsidiary that is not a Guarantor (other than a Receivables Subsidiary) guarantees (i) Debt of the Issuer under the Credit Agreement

and/or (ii) other Debt (including commitments in respect thereof) of the Issuer in excess of $100.0 million, or (b) the Issuer otherwise

elects to have any of its Restricted Subsidiaries become a Guarantor, then, in each such case, the Issuer shall cause such Restricted

Subsidiary to, within 30 days thereafter, execute and deliver a supplemental indenture substantially in the form of Exhibit E hereto and

notation of guarantee in the form of Exhibit D hereto, providing a guarantee of payment of the Notes by such Subsidiary in accordance

with the terms of this Indenture.

Further, if such Debt referred

to in clause (a) of the immediately preceding paragraph is by its terms subordinated in right of payment to the Notes, any such guarantee

of such Subsidiary with respect to such Debt must be subordinated in right of payment to such Subsidiary’s guarantee of the Notes

to the same extent as such Debt is subordinated to the Notes.

Section 4.11 Limitation on Incurrence of

Debt.

(a) The

Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt, and the Issuer will not permit any of its

Restricted Subsidiaries to issue any Preferred Interests; provided, that the Issuer and any of its Restricted Subsidiaries may Incur any

Debt and any Restricted Subsidiary may issue Preferred Interests, in each case, if, immediately after giving effect to the Incurrence

of such Debt or issuance of such Preferred Interests and the receipt and application of the proceeds therefrom, the Consolidated Fixed

Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries (determined on a pro forma basis as if any such Debt or any Preferred

Interests (including any other Debt or Preferred Interests being Incurred or issued contemporaneously), and any other Debt or Preferred

Interests Incurred or issued since the beginning of the Four Quarter Period, had been Incurred or issued, as the case may be and the proceeds

thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter

Period had been repaid at the beginning of the Four Quarter Period) would be at least 2.0 to 1.0 and no Default or Event of Default shall

have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

(b) Notwithstanding

Section 4.11(a), the Issuer and its Restricted Subsidiaries may Incur the following items of Debt (“Permitted Debt”):

(1) Debt

Incurred pursuant to any Credit Facilities in an aggregate principal amount outstanding, together with any Permitted Refinancing Debt

Incurred pursuant to clause (16) below to renew, refund, refinance, replace, defease or discharge any Debt Incurred pursuant to this clause

(1), not to exceed, as of any date of Incurrence pursuant to this clause (1), the greater of $2.5 billion and an amount of Debt such that

at the time of Incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio of the Issuer would be no

greater than 4.0 to 1.0;

(2) Debt

under the Notes issued on the Issue Date;

(3) Note

Guarantees issued on the Issue Date;

(4) Debt

of the Issuer or any Restricted Subsidiary outstanding on the Issue Date (other than pursuant to clause (1), (2) or (3) above);

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(5) the

Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Debt between or among the Issuer and any of its Restricted

Subsidiaries; provided, however, that:

(i) any

subsequent issuance or transfer of equity interests that results in any such Debt being held by a Person other than the Issuer or a Restricted

Subsidiary of the Issuer and

(ii) any

sale or other transfer of any such Debt to a Person that is neither the Issuer nor a Restricted Subsidiary, will be deemed, in each case,

to constitute an Incurrence of such Debt by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this

clause (5);

(6) guarantees

by the Issuer or any Restricted Subsidiary of Debt of the Issuer or any Restricted Subsidiary; provided that (i) such Debt is Permitted

Debt or is otherwise Incurred in accordance with this Section 4.11, (ii) if the Debt being guaranteed is subordinated to the Notes, such

guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed and (iii) in the case of any such guarantee by

a Restricted Subsidiary that is not a Guarantor, such guarantee is Incurred in accordance with Section 4.10 herein;

(7) Debt

Incurred in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability

insurance and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety

and similar bonds, bank guaranties, letters of credit for operating purposes and completion guarantees provided or Incurred (including

guarantees thereof) by the Issuer or a Restricted Subsidiary in the ordinary course of business, including those Incurred to secure health,

safety and environmental obligations in the ordinary course of business;

(8) Debt

under Hedging Obligations;

(9) Debt

of the Issuer or any Restricted Subsidiary pursuant to (i) Capital Lease Obligations, Synthetic Lease Obligations or Purchase Money Debt

and Attributable Debt in respect of Sale and Leaseback transactions; provided that in each case (x) such Debt is Incurred by such

Person at the time of, or not later than 120 days after, the acquisition, construction, development or improvement by such Person of the

property so financed and (y) such Debt does not exceed the purchase price of the property (or the cost of constructing, developing or

improving the same) so financed and (ii) Sale and Leaseback transactions the Debt with respect to which does not exceed $165.0 million

in the aggregate principal amount outstanding at any time of Incurrence thereof;

(10) Debt

arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, contribution, earnout, 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 Capital Interests of a Restricted Subsidiary otherwise permitted under this Indenture;

(11) the

issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any of its Restricted Subsidiaries of shares of Preferred

Interests; provided, however, that: (i) any subsequent issuance or transfer of Capital Interests that results in any such

Preferred Interests being held by a Person other than the Issuer or a Restricted Subsidiary; and (ii) any sale or other transfer of any

such Preferred Interests to a Person that is not either the Issuer or a Restricted Subsidiary; shall be deemed, in each case, to constitute

an issuance of such Preferred Interests by such Restricted Subsidiary that was not permitted by this clause (11);

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(12) Debt

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, however, that such Debt is extinguished within five Business Days of

Incurrence and Debt arising from negative account balances in cash pooling arrangements arising in the ordinary course of business;

(13) obligations

of the Issuer or its Restricted Subsidiaries in respect of customer advances received and held in the ordinary course of business;

(14) Debt

constituting credit support for third party customer financing in the ordinary course of business;

(15) Debt

of the Issuer or any Restricted Subsidiary in an aggregate principal amount, together with all Permitted Refinancing Debt Incurred pursuant

to clause (16) to renew, refund, refinance, replace, defease or discharge any Debt Incurred pursuant to this clause (15), not to exceed,

as of any date of Incurrence pursuant to this clause (15), the greater of $500.0 million and 10.0% of the Consolidated Total Assets of

the Issuer and its Restricted Subsidiaries;

(16) the

Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which

are used to renew, refund, refinance, replace, defease or discharge any Debt (other than intercompany Debt) that was permitted by this

Indenture to be Incurred under Section 4.11(a) or clauses (1), (2), (3), (4), (9), (15), and (17) and this clause (16) of Section 4.11(b);

(17) the

Incurrence of Acquired Debt; provided that after giving effect to such acquisition or merger, either (x)(i) the Issuer would be

permitted to Incur at least $1.00 of additional Debt under Section 4.11(a) or (ii) the Consolidated Fixed Charge Coverage Ratio of the

Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger or (y) such Debt or

Preferred Interests (i) is not Secured Debt and, if constituting Debt, is subordinated in right of payment to the Notes and the guarantees

of the Notes, (ii) is not Incurred while a Default exists and no Default shall result therefrom, (iii) does not mature and does not require

any payment of principal prior to the final maturity of the Notes, and (iv) is not Incurred in contemplation of such acquisition or merger;

(18) Debt

of the Issuer or any Restricted Subsidiary of the Issuer supported by a letter of credit or bank guarantee issued pursuant to Credit Facilities

in a principal amount not in excess of the stated amount of such letter of credit;

(19) Debt

consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case,

in the ordinary course of business;

(20) Debt

Incurred by a Receivables Subsidiary in a Receivables Facility that is not recourse to the Issuer or any Restricted Subsidiary of the

Issuer other than a Receivables Subsidiary (except for Standard Securitization Undertakings); and

(21) intercompany

Debt incurred pursuant to any Tax Restructuring.

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the above, Restricted Subsidiaries that are not Guarantors may not Incur Debt or issue Preferred Interests pursuant to Section 4.11(a)

or clause (1), (15) or (17) (but only with respect to Debt Incurred in contemplation of an acquisition) of Section 4.11(b), including

in each case Permitted Refinancing Debt thereof, if such Incurrence would result in the aggregate outstanding amount of Debt or Preferred

Interests of Restricted Subsidiaries that are not Guarantors Incurred pursuant to such specified provisions of this Section 4.11 or the

definition of “Permitted Debt”, at any time of Incurrence thereunder, exceeding the greater of $500.0 million and 10.0% of

Consolidated Total Assets of the Issuer and its Restricted Subsidiaries (the “Non-Guarantor Debt Basket”), provided

that any Permitted Refinancing Debt pursuant to clause (16) of Section 4.11(b) in respect of Debt or Preferred Interests of Restricted

Subsidiaries that are not Guarantors Incurred pursuant to such previously specified provisions of this covenant (or successive Permitted

Refinancing Debt in respect thereof) may be Incurred under the Non-Guarantor Debt Basket even if such Incurrence of Permitted Refinancing

Debt would result in the Non-Guarantor Debt Basket being exceeded at the time of such Incurrence, to the extent such excess results from

a reduction in Consolidated Total Assets subsequent to the date of any prior permitted Incurrence of Debt or Preferred Interests under

the Non-Guarantor Debt Basket (provided that, for the avoidance of doubt, any such Permitted Refinancing Debt shall reduce amounts available

under the Non-Guarantor Debt Basket so long as such Permitted Refinancing Debt remains outstanding), and, provided, further that, notwithstanding

the foregoing, Restricted Subsidiaries that are not Guarantors may Incur Debt or issue Preferred Interests pursuant to such specified

provisions of this Section 4.11 and the definition of “Permitted Debt” in amounts that result in exceeding the available amount

of the Non-Guarantor Debt Basket, but such excess amounts shall be deemed to constitute Secured Debt secured by Liens Incurred pursuant

to clause (2) or (27) (at the Issuer’s election) of the definition of “Permitted Liens” and shall not be permitted to

be Incurred to the extent such Incurrence would result in the limitations in those clauses of “Permitted Liens” being exceeded.

(d) If

the Debt which is the subject of a determination under this Section 4.11 is Acquired Debt, or Debt Incurred in connection with the substantially

contemporaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted

Subsidiary, then such determination shall be made by giving effect (on a pro forma basis and giving effect to Pro Forma Cost Savings as

if they had occurred at the beginning of the Four Quarter Period) to (x) the Incurrence of such Acquired Debt or such other Debt by the

Issuer or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow, of the Consolidated Cash Flow of the acquired

Person, business, property or assets or redesignated Subsidiary.

(e) For

purposes of determining any particular amount of Debt under this Section 4.11, guarantees or obligations with respect to letters of credit

supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance

with Section 4.11, in the event that an item of Debt meets the criteria of more than one of the types of Debt provided above, including

categories of Permitted Debt and under Section 4.11(a), the Issuer, in its sole discretion, shall classify, and from time to time may

reclassify, all or any portion of such item of Debt in any manner that complies with this Indenture.

(f) For

purposes of determining compliance of any non-U.S. dollar-denominated Debt with any U.S. dollar-denominated restriction on the Incurrence

of Debt in this Section 4.11, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall at all times

be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred (or the date such Debt was first

committed, in the case of revolving credit Debt for which the relevant commitment is denominated in a foreign currency); provided, however,

that if any such Debt that is denominated in a foreign currency is subject at the time of such Incurrence to a currency hedging agreement

with respect to U.S. dollars covering principal payable on such Debt, the principal amount of such Debt expressed in U.S. dollars will

be adjusted to take into account the effect of such agreement; provided, further, that if such Debt is Incurred to refinance other Debt

denominated in the same or different currency, and such refinancing 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 refinancing, such U.S. dollar-denominated

restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal

amount of such indebtedness being refinanced.

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(g) The

accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional

Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not

be deemed to be an Incurrence of Debt for purposes of this Section 4.11.

(h) The

Issuer and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless

such Debt is subordinated in right of payment to the Notes and the guarantees of the Notes at least to the same extent, except as expressly

permitted by Section 4.10 hereof; provided that Debt will not be considered subordinate or junior in right of payment to any other

Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural

subordination.

(i) Debt

under the Credit Agreement outstanding on the Issue Date will initially be deemed to have been Incurred on such date in reliance on the

exception provided by Section 4.11(b)(1).

Section 4.12 [Reserved].

Section 4.13 [Reserved].

Section 4.14 Covenant Suspension.

Notwithstanding the foregoing,

if on any date following the Issue Date (i) the Notes have Investment Grade Ratings from at least two of the Rating Agencies, and (ii)

no Default or Event of Default has occurred and is continuing under this Indenture then, beginning on that day (the occurrence of the

events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”)

and continuing until the occurrence of the Reversion Date (as defined below), if any, the covenants set forth in Sections 4.10 and 4.11

herein will not be applicable to the Notes (collectively, the “Suspended Covenants”).

In the event that the Issuer

and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of

the foregoing, and on any subsequent date (the “Reversion Date”) two or more of the Rating Agencies withdraw their

Investment Grade Rating or downgrade the rating assigned to such Notes below an Investment Grade Rating, then the Issuer and its Restricted

Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period

of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.”

During the Suspension Period,

the Issuer and its Restricted Subsidiaries will be entitled to incur Liens (including, without limitation, Permitted Liens) to the extent

provided for in Section 4.04 herein and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as

though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section

4.04 and for no other covenant).

Notwithstanding the foregoing,

in the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries during

the Suspension Period will give rise to a Default or Event of Default under this Indenture.

The Issuer shall notify the

Trustee in writing of the occurrence of any Covenant Suspension Event or Reversion Date; provided that no such notification shall

be a condition for the suspension of the Suspended Covenants to be effective; provided further that the Trustee shall be under no obligation

to (1) inform Holders of the occurrence of any Covenant Suspension Event or (2) determine or verify whether such events have occurred.

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Section 4.15 Designation of Restricted and

Unrestricted Subsidiaries.

The Board of Directors of

the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default so long

as the aggregate equity value (measured at the time of each designation) of all Unrestricted Subsidiaries does not at the time of any

such designation exceed the greater of $500.0 million and 10.0% of Consolidated Total Assets of the Issuer and its Restricted Subsidiaries.

Any designation of a Subsidiary

of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution

of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied

with the preceding conditions.

If, at any time, any Unrestricted

Subsidiary would fail to meet the applicable requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted

Subsidiary for purposes of this Indenture and any Debt and Liens of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary

of the Issuer as of such date and, if such Debt or Lien is not permitted to be Incurred as of such date under Section 4.11 or Section

4.04 (as applicable), the Issuer will be in default of such covenants. The Board of Directors of the Issuer may at any time designate

any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an

Incurrence of Debt (and, as applicable, Liens securing Debt) by a Restricted Subsidiary of the Issuer in respect of any outstanding Debt

(and, as applicable, related Liens) of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Debt, and,

as applicable, any Lien securing such Debt, is permitted under Section 4.11 and, as applicable, Section 4.04, in each case calculated

on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event

of Default would be in existence following such designation.

Section 4.16 [Reserved].

Section 4.17 [Reserved].

Section 4.18 Stay, Extension and Usury

Laws.

The Issuer and each of the

Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever

claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that

may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully

do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power

as though no such law has been enacted.

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ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Sale and Lease.

(a) The

Issuer may not consolidate with or merge, combine or amalgamate with any other Person, or sell, convey, lease or otherwise dispose of

all or substantially all of the Issuer’s properties and assets to any Person, unless:

(1) the

resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the

laws of the United States of America, any State of the United States or the District of Columbia, and the Successor Company (if not the

Issuer) will expressly assume the due and punctual payment of the principal of and interest on all the Notes and the due and punctual

performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer under a supplemental

indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee;

(2) immediately

after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing; and

(3) the

Issuer (or the Successor Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to

the effect that such consolidation, merger or transfer and such supplemental indenture comply with this Indenture, and that all conditions

precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel to the effect that such supplemental

indenture has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor

Company, and the Notes constitute legal, valid and binding obligations of the Successor Company, enforceable in accordance with their

terms (in each case, in form and substance satisfactory to the Trustee), provided that in giving an Opinion of Counsel, counsel

may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clause (2) above.

(b) This

Section 5.01 will not apply to a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another

jurisdiction within the United States. Conditions (2) and (3) of Section 5.01 will not apply to any consolidation or merger, or any sale,

assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any one or more of its Restricted

Subsidiaries.

Section 5.02 Successor Person

Substituted.

Upon any consolidation or

merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets

of the Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01, the successor person formed

by such consolidation or into which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition

is made, shall succeed to, and be substituted for, the Issuer or the Guarantor, as applicable, under this Indenture, with the same effect

as if such successor Person had been named as the Issuer under this Indenture and the predecessor Issuer, as applicable, shall be discharged

from all obligations under the Notes, the Note Guarantees, this Indenture and any supplemental indenture, as applicable.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) Each

of the following is an “Event of Default”:

(1) the

Issuer defaults in the payment when due of interest on the Notes, and that default continues for 30 days;

(2) the

Issuer defaults in the payment when due (at maturity, or upon acceleration, redemption or otherwise) of the principal of, or premium,

if any, on, the Notes when due;

(3) failure

by the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Section 4.09 hereof;

(4) failure

by the Issuer or any of its Restricted Subsidiaries for 60 days after receipt of written notice from the Trustee or Holders representing

25% or more of the aggregate principal amount of the Outstanding Notes (with a copy to the Trustee) to comply with any of the other covenants

or agreements in this Indenture;

(5) default

under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for

money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its

Restricted Subsidiaries) whether such Debt or guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is

caused by a failure to pay principal of, premium, if any, or interest on such Debt at final maturity thereof (after giving effect to any

applicable grace periods) (a “Payment Default”); or

(B) results

in the acceleration of such Debt prior to its final maturity, and in each case, the principal amount of any such Debt, together with the

principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated

aggregates $200.0 million or more; provided that in the event of any Event of Default specified in this Section 6.01(a)(5)(B),

such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of

the Notes) 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, (i) the Debt or guarantee that is the basis for such Event of Default has been discharged, (ii) the

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

Default, or (iii) the default that is the basis for such Event of Default has been cured;

(6) failure

by the Issuer or any of its Restricted Subsidiaries to pay final and non-appealable judgments (net of any insurance and as to which

such insurer has not denied responsibility or coverage in writing) entered by a court or courts of competent jurisdiction aggregating

in excess of $200.0 million (to the extent not covered by insurance), which judgments are not paid, discharged or stayed, for a period

of 60 days after such judgments become final, and, in the event any such judgment is covered in full by insurance, an enforcement proceeding

has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

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(7) except

as permitted by this Indenture, any guarantee of the Notes is held in any judicial proceeding to be unenforceable or invalid or ceases

for any reason to be in full force and effect (other than in accordance with the terms of such guarantee and this Indenture), or any Guarantor,

or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its guarantee of the Notes and such default

continues for 10 days (other than by reasons of release of a Guarantor from its guarantee in accordance with the terms of the guarantee

and this Indenture);

(8) the

Issuer or any of its Subsidiaries that is a Significant Subsidiary or a group of Subsidiaries that in the aggregate would constitute a

Significant Subsidiary pursuant to or under Bankruptcy Law:

(A) commences

a voluntary case,

(B) consents

to the entry of an order for relief against it in an involuntary case,

to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes

a general assignment for the benefit of its creditors, or

(E) generally

is not paying its debts as they become due; or

(9) a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is

for relief against the Issuer or any of its Subsidiaries that is a Significant Subsidiary,

(B) appoints

a custodian of the Issuer or any of its Subsidiaries that is a Significant Subsidiary for all or substantially all of the property of

the Issuer or any of its Subsidiaries that is a Significant Subsidiary, or

the liquidation of the Issuer or any of its Subsidiaries that is a Significant Subsidiary or a group of Subsidiaries that in the aggregate

would constitute a Significant Subsidiary;

(D) and

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

Section

6.02 Acceleration of Maturity.

If an Event of Default (other

than an Event of Default specified in Section 6.01(a)(8) or (9) with respect to the Issuer) occurs and is continuing, then and in every

such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare the unpaid

principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable, by a notice in

writing to the Issuer (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration

such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified

in Section 6.01(a)(8) or (9) occurs with respect to the Issuer, all unpaid principal of, and accrued interest on, the Notes then outstanding

will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder.

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If any Event of Default occurs

by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of

the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption

provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due

and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of

Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on

behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture

shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Holders of a majority

in aggregate principal amount of then outstanding Notes, by written notice to the Trustee may, on behalf of Holders of all of the Notes,

rescind and annul a declaration of acceleration and its consequences or waive any existing Default or Event of Default and its consequences

under this Indenture as to such Notes except a continuing Default or Event of Default in the payment of interest or premium, if any, on,

or the principal of, the Notes.

Section 6.03 Other Remedies.

If an Event of Default occurs

and is continuing, the Trustee may pursue, in its own name and as trustee of an express trust, any available remedy by proceeding at law

or in equity to collect the payment of principal or interest on the Notes or to enforce the performance of any provision of the Notes

or this Indenture.

The Trustee may maintain a

proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the

Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute

a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.04 Waiver of Past

Defaults.

The Holders of at least a

majority in aggregate principal amount of Notes then outstanding by written notice to the Trustee may on behalf of Holders of all of the

Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in

payment of principal, premium, if any, or interest on the Notes, including any optional redemption payments or Change of Control payments.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured

for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent

thereon.

Section 6.05 Control by Majority.

The Holders of a majority

in aggregate principal amount of the Notes then outstanding will have the right, by an instrument or concurrent instruments in writing

executed and delivered to the Trustee, to direct the time, method and place of conducting any proceeding for exercising any remedy available

to the Trustee under this Indenture or exercising any trust or power conferred on the Trustee; provided that the Trustee (i) may

refuse to follow any direction that is in conflict with any rule of law or with this Indenture, that may involve the Trustee in personal

liability, or that the Trustee determines in good faith may be prejudicial to the rights of Holders of Notes not joining in the giving

of such direction and (ii) may take any other action it deems proper that is not inconsistent with any such direction received from Holders

of a majority in aggregate principal amount of the Notes then outstanding. In the event the Trustee receives inconsistent or conflicting

requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the

Notes then outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and the Trustee may, in

its discretion, take other actions.

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Section 6.06 Limitation on Suits.

No Holder of Notes may institute

any proceeding, judicial or otherwise, or for the appointment of a receiver or trustee or pursue any remedy under this Indenture, unless:

(1) such

Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2) the

Holders of not less than 25% in aggregate principal amount of the Outstanding Notes have made written request to the Trustee to pursue

such remedy, including, if applicable, to institute proceedings in respect of such Event of Default in its own name as Trustee under this

Indenture;

(3) such

Holder or Holders of Notes provides the Trustee indemnity or security satisfactory to the Trustee against the costs, loss, expenses and

liabilities to be incurred in compliance with such request;

(4) the

Trustee does not comply with the request within 60 days after receipt of the request and providing indemnity or security satisfactory

to the Trustee; and

(5) during

such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes do not give the Trustee a direction

that is inconsistent with the request.

A Holder may not use this

Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over other Holders.

Section 6.07 Rights of Holders to Receive

Payment.

Notwithstanding any other

provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note

held by such Holder, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or

to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the

consent of such Holder.

Section 6.08 Collection Suit by

Trustee.

If an Event of Default in

payment of principal, premium, if any, or interest specified in Section 6.01(a)(1) or 6.01(a)(2) occurs and is continuing, the Trustee

may recover judgment in its own name and as trustee of an express trust against the Issuer or any Guarantor for the whole amount of principal,

premium, if any, and interest remaining unpaid with respect to the Notes, and interest on overdue principal and premium, if any, and,

to the extent lawful, interest on overdue interest, and such further amounts as shall be sufficient to cover the costs and expenses of

collection, including the reasonable compensation and expenses of the Trustee, its agents and counsel.

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Section 6.09 Trustee May File Proofs of

Claim.

(a) The

Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the

Trustee (including its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, the Guarantors,

their creditors or their property and may collect and receive any money or other property payable or deliverable on any such claims and

to distribute the same. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel, and any other amounts due the Trustee under this Indenture out of the estate in any such proceedings, shall be

denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,

money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under

any plan of reorganization or arrangement or otherwise.

(b) 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 6.10 Priorities.

If the Trustee collects any

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

First: to

the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof;

Second: to

the Agents, their agents and attorneys for amounts due for payment of all compensation, expenses and liabilities incurred and all advances

made by the Agents and the costs and expenses of collection;

Third: to

Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority

of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Fourth: to

the Issuer.

The Trustee may fix a record

date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as 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. The foregoing shall not

apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate

principal amount of the then Outstanding Notes.

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ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If

an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture,

and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct

of such person’s own affairs.

(b)

(1) The

duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties

that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture

against the Trustee; and

(2) the

Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates

or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions

specifically required to be furnished to it hereunder, the Trustee will examine the certificates and opinions to determine whether or

not they substantially conform to the requirements of this Indenture.

Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own

willful misconduct, except that:

(1) this

Section 7.01(c) shall not limit the effect of Section 7.01(b) of this Indenture;

(2) the

Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was grossly negligent in ascertaining the pertinent facts; and

(3) the

Trustee will not be liable with respect to any action it takes or omits to take in accordance with a direction received by it pursuant

to Sections 6.02, 6.04 and/or 6.05 hereof.

(4) No

provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability, and the Trustee will have

no obligation to take any action under this Indenture if it believes it will incur costs for which it will not be reimbursed. The Trustee

will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder

has offered to the Trustee security and/or indemnity and/or prefunding satisfactory to it against any loss, liability, claim, damage or

expense.

(d) Whether

or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs

(a), (b), and (c) of this Section 7.01.

(e) The

Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money

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

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Section 7.02 Rights of Trustee and

Agents.

(a) The

Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document (whether in original or facsimile

form including any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,

debenture, note, other evidence of indebtedness or other paper even if it has a monetary limit) believed by it to be genuine and to have

been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document (including any

resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other

evidence of indebtedness), but the Trustee, in its sole and absolute discretion, may make such further inquiry or investigation into such

facts or matters as it may see fit at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by

reason of such inquiry or investigation except for liability resulting from the Trustee’s willful misconduct, and, if the Trustee

shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the

Issuer, personally or by agent or attorney.

(b) Before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee

will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of

Counsel. The Trustee may retain counsel and/or other professional advisors at the expense of the Issuer to assist them in performing their

duties. The Trustee may consult with counsel or other professional advisors and the advice of such counsel or any Opinion of Counsel will

be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in

good faith and in reliance thereon.

Trustee may act through its attorneys and agents and will not be responsible for the supervision thereof or for the misconduct or negligence

of any agent, attorney, delegate or depositary appointed with due care.

(d) The

Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights

or powers conferred upon it by this Indenture.

(e) Unless

otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed

by an Officer of the Issuer.

(f) The

Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders unless such Holders have offered to the Trustee security or indemnity or prefunding satisfactory to the Trustee

against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g) The

Trustee shall not be deemed to have notice of any matter (including a Default or Event of Default) unless a Responsible Officer of the

Trustee assigned to and working in the Corporate Trust Office of the Trustee has actual knowledge thereof or unless written notice of

such matter is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice clearly

references the Notes, the Issuer and this Indenture.

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(h) The

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified/secured,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian or other Person

employed to act hereunder. Absent willful misconduct or gross negligence, each Trustee, Paying Agent, Registrar and Transfer Agent shall

not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.

(i) The

Trustee will not be liable if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture

by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its

control.

(j) The

Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers

authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person

authorized to sign an Officer’s Certificate, including any person as so authorized in any such certificate previously delivered

and not superseded.

(k) The

Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer in Article 4 hereof. In addition, the Trustee

will not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Responsible

Officer of the Trustee has received written notification identifying the Notes or this Indenture. The Trustee will be under no obligation

to monitor the financial performance of the Issuer.

(l) The

Trustee shall be entitled to assume without enquiry, that the Issuer has performed in accordance with all of the provisions in this Indenture,

unless a Responsible Officer of the Trustee is notified in writing to the contrary.

(m) The

permissive rights of the Trustee to take the actions enumerated in this Indenture shall not be construed as an obligation or duty to do

so and the Trustee will not be answerable other than for its own gross negligence or willful default.

(n) Notwithstanding

any provision of this Indenture to the contrary, the Trustee shall not in any event be liable for special indirect, punitive or consequential

loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Trustee has

been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for

breach of contract or otherwise.

(o) Delivery

of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt

of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained

therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively

on Officer’s Certificates or Opinions of Counsel, as applicable).

(p) Neither

the Trustee the Registrar or the Transfer Agent nor any clearing system through which the Notes are traded shall have any obligation or

duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer,

exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable

law or regulation with respect of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note.

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(q) The

Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this

Indenture.

(r) In

the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing

less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee,

in its sole discretion, may determine what action, if any, will be taken.

(s) The

Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion

based upon legal advice in the relevant jurisdiction, be contrary to any law or regulation of that jurisdiction or, to the extent applicable,

of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in

that jurisdiction or New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing

in that jurisdiction by virtue of any applicable law or regulation in that jurisdiction or in New York or if it is determined by any court

or other competent authority in that jurisdiction or in New York that it does not have such power.

(t) The

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person

employed to act hereunder.

(u) The

Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing

to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Prior to

receiving such written notice from the Trustee, the Agents shall be the agents of the Issuer and need have no concern for the interests

of the Holders.

(v) No

provision of this Indenture shall require the Trustee or any Agent to be responsible for the payment of any Taxes in relation to its rights

and obligations hereunder or in connection with any provision of the Notes or this Indenture.

Section 7.03 Individual Rights of

Trustee.

The Trustee in its individual

or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, a Guarantor or any Affiliate of

the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting

interest it must eliminate such conflict within 90 days. Any Agent may do the same with like rights and duties.

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Section 7.04 Trustee’s

Disclaimer.

The Trustee will not be responsible

for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Note Guarantee, it shall not be accountable

for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any

provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than

the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital

in any Officer’s Certificate delivered to the Trustee or any other document in connection with the sale of the Notes or pursuant

to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default

occurs and is continuing and if it is known to the Trustee (through the Issuer having so notified a Responsible Officer of the Trustee

in writing), the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 120 days after it occurs. Except

in the case of a Default or Event of Default in payment of principal of, premium or interest on any Note, the Trustee may withhold the

notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

The Trustee shall not be deemed to have notice of a Default or Event of Default unless a Responsible Officer has received written notice

of such Default or Event of Default.

Section 7.06 [Reserved].

Section 7.07 Compensation and

Indemnity.

(a) The

Issuer and each Guarantor, jointly and severally, will pay to the Trustee and each Agent from time to time compensation for its acceptance

of this Indenture and services hereunder in accordance with the fee schedule previously agreed to by the Issuer, Trustee and each Agent,

respectively. If the Issuer and the Guarantors Default in the payment of compensation to the Trustee or any Agent, then interest at the

default rate set forth in this Indenture shall be paid on the defaulted compensation. The Trustee’s and Agents’ compensation

will not be limited by any law on compensation of a trustee of an express trust. The Issuer and each Guarantor, jointly and severally,

will reimburse the Trustee and each Agent promptly upon request for all disbursements, advances and expenses reasonably incurred or made

by it including costs of collection, any additional fees the Trustee may incur acting after a Default or an Event of Default and any fees

the Trustee or any Agent may incur in connection with exceptional duties in relation thereto, in addition to the compensation for its

services. Such expenses will include the reasonably incurred compensation, disbursements and expenses of the Trustee’s agents and

counsel.

(b) The

Issuer and the Guarantors, jointly and severally, will indemnify each of the Trustee and its officers, directors, employees, agents and

any predecessor Trustee and the Agents, and hold it harmless, against any and all Losses incurred by it arising out of or in connection

with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture

against the Issuer and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer,

a Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties

hereunder. The Trustee and each Agent will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee

and each Agent to so notify the Issuer will not relieve the Issuer or the Guarantors of their obligations hereunder. At the Trustee’s

sole discretion, the Issuer will defend the claim and the Trustee will provide reasonable cooperation and may participate at the Issuer’s

expense in the defense. Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuer will pay

the reasonably incurred fees and expenses of such counsel; provided that the Issuer will not be required to pay such fees and expenses

if it assumes the Trustee’s defense and there is, in the opinion of the Trustee, no conflict of interest between the Issuer and

the Trustee in connection with such defense and no Default or Event of Default has occurred and is continuing. The Issuer need not pay

for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any

expense or indemnify against any loss or liability to the extent incurred by the Trustee through its gross negligence or willful misconduct

as determined by a final order of a court of competent jurisdiction.

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obligations of the Issuer and the Guarantors under this Section 7.07 and any lien arising hereunder will survive the resignation or removal

of the Trustee, the discharge of the Issuer’s obligations pursuant to Article 11 or the termination of this Indenture.

(d) To

secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a lien prior to the

Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular

Notes. Such lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

(e) When

the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(8) or (9) hereof occurs, the expenses

and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses

of administration under any Bankruptcy Law.

(f) The

parties to this Indenture agree that, at the request of the Trustee, the fees and expenses payable under this Section 7.07 may be reviewed

and increased from time to time in accordance with the Trustee’s then current fee levels. In addition, the Trustee reserves the

right at any time and from time to time to charge the Issuer reasonably incurred additional fees and expenses in respect of the performance

by the Trustee of services hereunder in respect of any exercise by the Issuer or the Holders of any call or put option, exchanges, conversions,

solicitations, offers, tenders or any other process that requires communication with the Holders or in respect of additional fees incurred

after a Default, an Event of Default or for exceptional duties.

Section 7.08 Replacement of Trustee.

(a) A

resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s

acceptance of appointment as provided in this Section 7.08; provided that the resigning Trustee may appoint a successor Trustee

that is reasonably satisfactory to the Issuer.

(b) The

Trustee may resign in writing without giving any reason at any time and be discharged from the trust hereby created by so notifying the

Issuer. The Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the

Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(1) the

Trustee fails to comply with Section 7.10 hereof;

(2) the

Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a

custodian or public officer takes charge of the Trustee or its property; or

(4) the

Trustee becomes incapable of acting.

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the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor

Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then

Outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d) If

a successor Trustee does not take office within 60 days after the resigning Trustee resigns or is removed, (i) the resigning Trustee,

the Issuer, or the Holders of at least 10% in aggregate principal amount of the then Outstanding Notes may petition at the expense of

the Issuer any court of competent jurisdiction for the appointment of a successor Trustee, or (ii) the retiring Trustee may appoint a

successor Trustee at any time prior to the date on which a successor Trustee takes office; provided that such appointment shall be reasonably

satisfactory to the Issuer.

(e) If

the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof,

such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A

successor Trustee will deliver a written acceptance of its appointment to the resigning Trustee and to the Issuer. Thereupon, the resignation

or removal of the resigning Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the

Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The resigning Trustee will promptly

transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been

paid and subject to the lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section

7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the resigning Trustee.

(g) The

Issuer covenants that, in the event of the Trustee or any Agent giving reasonable notice pursuant to this Section 7.08, it shall use its

best endeavors to procure a successor Trustee or Agent to be appointed. If a successor Trustee or Agent is not appointed and does not

take office within 30 days after the resigning Trustee or Agent resigns or is removed, the resigning Trustee or Agent may appoint a successor

Trustee or Agent at any time prior to the date on which a successor Trustee or Agent takes office. If a successor Trustee or Agent does

not take office within 60 days after the retiring Trustee or Agent resigns or is removed, the retiring Trustee or Agent, the Issuer or

the Holders of at least 25% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment

of a successor Trustee at the expense of the Issuer.

Section 7.09 Successor Trustee by Merger,

Etc.

If the Trustee consolidates,

merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor

corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility;

Disqualification.

There will at all times be

a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state

thereof that is authorized under such laws to exercise corporate trustee power.

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Section 7.11 Communications.

In no event shall the Trustee

or any of its Affiliates be liable for any Losses arising from the Trustee or any of its Affiliates receiving or transmitting any data

from the Issuer, any Guarantor, any Authorized Person or any party to the transaction via any non-secure method of transmission or communication,

such as, but without limitation, by facsimile or email. The parties hereto accept that some methods of communication are not secure and

the Trustee or any of its Affiliates shall incur no liability for receiving Instructions via any such non-secure method. The Trustee or

any of its Affiliates is authorized to comply with and rely upon any such notice, Instructions or other communications believed by it

to have been sent or given by an Authorized Person or an appropriate party to the transaction (or authorized representative thereof).

The Issuer or any authorized officer of the Issuer shall use all reasonable endeavors to ensure that Instructions transmitted to the Trustee

or any of its Affiliates pursuant to this Indenture are complete and correct. Any Instructions shall be conclusively deemed to be valid

Instructions from the Issuer or any authorized officers of the Issuer to the Trustee or any of its Affiliates for the purposes of this

Indenture.

For purposes of this Section

7.11:

“Authorized Person”

means any person who is designated in writing by the Issuer from time to time to give Instructions to the Trustee under the terms of this

Indenture.

“Instructions”

means any written notices, written directions or written instructions received by the Trustee in accordance with the provisions of this

Indenture from an Authorized Person or from a person reasonably believed by the Trustee to be an Authorized Person.

“Losses”

means any and all claims, losses, liabilities, damages, costs, expenses and judgments (including legal fees and expenses) sustained by

either party.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal

Defeasance or Covenant Defeasance.

The Issuer may, at the option

of its Board of Directors evidenced by a resolution accompanied by an Officer’s Certificate, at any time, elect to have either Section

8.02 or 8.03 hereof be applied to all Outstanding Notes and the Note Guarantees upon compliance with the conditions set forth in this

Article 8.

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Section 8.02 Legal Defeasance and

Discharge.

Upon the Issuer’s exercise

under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction

of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all Outstanding

Notes and all obligations of the Issuer and the Guarantors shall be deemed to have been discharged with respect to their obligations under

the Note Guarantees with respect to such Notes, as applicable, on the date the conditions set forth below are satisfied (hereinafter,

“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to

have paid and discharged the entire Debt represented by the Outstanding Notes (including the Note Guarantees) which shall thereafter be

deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture, and to have

satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer,

shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which shall

survive until otherwise terminated or discharged:

(1) the

rights of Holders of Outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such

Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the

Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and

the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the

rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantor’s obligations in

connection therewith; and

(4) this

Section 8.02.

Subject to compliance with

this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section

8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise

under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each Guarantor shall, subject to the satisfaction

of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under Sections 4.03, 4.04, 4.07, 4.09,

4.10, 4.11 and Article 5 hereof with respect to the Outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof

are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding”

for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection

with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that

such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to

the Outstanding Notes and the Note Guarantees, the Issuer and the Guarantors may omit to comply with and will have no liability in respect

of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere

herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document

and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified

above, the remainder of this Indenture, such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuer’s

exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth

in Section 8.04 hereof, Section 6.01(a)(3) through (6) hereof will not constitute an Event of Default.

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Section 8.04 Conditions to Legal or Covenant

Defeasance.

The following shall be the

conditions to the application of either Section 8.02 or 8.03 hereof to the Outstanding Notes:

(1) the

Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable

Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm

of independent public accountants, to pay the principal of, premium, if any, and interest, if any, on the Outstanding Notes on the stated

date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being

defeased to maturity or to a particular Redemption Date;

(2) in

the case of an election under Section 8.02 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that

(i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the date hereof,

there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon, such Opinion

of Counsel shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax

purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and

at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in

the case of an election under Section 8.03 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that

the Holders (including, for the avoidance of doubt, any beneficial owners) of the Outstanding Notes will not recognize income, gain or

loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the

same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no

Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a

Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) under

either Section 8.02 or Section 8.03 hereof shall not result in a breach or violation of, or constitute a default under, any material agreement

or instrument to which the Issuer or any of its Restricted Subsidiaries are a party or by which the Issuer or any of its Restricted Subsidiaries

is bound;

(6) the

Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent

of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding

creditors of the Issuer or others;

(7) if

the Notes are to be redeemed prior to their stated maturity, the Issuer must deliver to the Trustee irrevocable written instructions

to redeem all of the Notes on the specified Redemption Date; and

(8) the

Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Section 8.05 Deposited Money and Government

Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof,

all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,

collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the Outstanding

Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,

either directly or through any Paying Agent (including the Issuer or a Subsidiary acting as Paying Agent) as the Trustee may determine,

to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such

money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify

the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited

pursuant to this Indenture or the principal and interest received in respect thereof other than any such tax, fee or other charge which

by law is for the account of the Holders of the Outstanding Notes.

The obligations of the Issuer

under this Section 8.05 shall survive the resignation or removal of the Trustee and/or satisfaction and discharge of this Indenture.

Notwithstanding anything in

this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the written request of the Issuer

any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized

firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion

delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an

equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Any money deposited with the

Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on

any Note pursuant to Section 8.04 and remaining unclaimed for two years after such principal, premium, if any, or interest has become

due and payable shall be paid to the Issuer on its request; and the Holder of such Note shall thereafter be permitted to look only to

the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability

of the Issuer as trustee thereof, will thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent

is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case

may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such

application, then the Issuer’s and each Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees will

be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or

Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however,

that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations,

the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or

Paying Agent.

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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of

Notes.

Notwithstanding Section 9.02

of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes

without the consent of any Holder of a Note:

(1) to

cure any ambiguity, defect or inconsistency;

(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

provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders of the Notes or the Note Guarantees

by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof;

(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

hereunder of any such Holder;

(5) to

(a) comply with Section 4.10 hereof or (b) otherwise add any Guarantor;

(6) to

provide for the issuance of Additional Notes in accordance with this Indenture;

(7) to

evidence and provide for the acceptance and appointment by a successor Trustee;

(8) to

conform the text of this Indenture, the Notes and the Note Guarantees to any provision of the “Description of the Notes” section

of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum

was intended to be a verbatim recitation of a provision of this Indenture, the Notes and the Note Guarantees, in each case as conclusively

evidenced by an Officer’s Certificate;

(9) to

secure the Notes or any Note Guarantee; or

(10) to

provide for the assumption of the Issuer’s or any Guarantor’s obligations under this Indenture.

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For the avoidance of doubt,

no amendment to, or deletion of any of the covenants set forth in Article 4 herein (other than pertaining to the payment of the Notes)

or any release of the guarantee of the Notes by a Guarantor made in accordance with the terms of this Indenture, shall be deemed to impair

or affect any legal rights of Holders of the Notes to receive payment of principal of, or premium, if any, or interest on, the Notes on

or after the due dates therefor.

Upon the request of the Issuer

accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon

receipt by the Trustee of the documents pursuant to the next paragraph and Sections 9.04 (and in the case of 9.01(3), Section 5.01) hereof,

the Trustee will join with the Issuer 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under

this Indenture or otherwise.

After an amendment or waiver

under this Section becomes effective, the Issuer shall mail to the Holders of each Note affected thereby a notice briefly describing the

amendment or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect

the validity of any such supplemental indenture. The Trustee shall receive an Officer’s Certificate and Opinion of Counsel confirming

that all conditions precedent are satisfied with respect to any supplemental indenture and that such supplemental indenture is authorized

or permitted by this Indenture.

Section 9.02 With Consent of Holders of

Notes.

Except as provided in this

Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees with

the written consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes or

a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of

then Outstanding Notes on equal terms) of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes.

Upon the request of the Issuer

and the Guarantors, accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such supplemental

indenture by the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt

by the Trustee of the Opinion of Counsel documents set forth in Section 9.04, the Trustee shall join with the Issuer and the Guarantors

in the execution of such supplemental indenture unless such supplemental indenture directly affects the Trustee’s own rights, duties

or immunities under this Indenture or otherwise, in which case the Trustee may, but will not be obligated to, enter into such supplemental

indenture.

It shall not be necessary

for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall

be sufficient if such consent approves the substance thereof.

The Holders of a majority

in aggregate principal amount of the then Outstanding Notes may waive compliance in a particular instance by the Issuer or the Guarantors

with any provision of this Indenture or the Notes (including waivers obtained in connection with a purchase of, or tender offer or exchange

offer for, the Notes or a solicitation of consents in respect of the Notes).

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However, without the consent

of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce

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

(2) reduce

the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption

of the Notes;

(3) reduce

the rate of or change the time for payment of interest on any Note;

(4) reduce

the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case, as provided

in Section 3.06 and Section 3.08 or waive any such redemption payment with respect to the Notes;

(5) waive

a Default or Event of Default in the payment of principal of, premium, if any, or interest, if any, on the Notes (except a rescission

of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes and a waiver

of the payment default that resulted from such acceleration);

(6) make

any Note payable in money other than that stated in the Notes;

(7) make

any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes

to receive payments of principal of, interest or premium, if any, on the Notes;

(8) release

any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture, except in accordance

with the terms of this Indenture;

(9) amend

the contractual right expressly set forth in this Indenture of any Holder of any Note to institute suit for the enforcement of any payment

of principal of, or interest on, such Notes or the guarantees thereof on or after the respective stated maturity for such principal or

interest payment date for such interest expressed in such Note;

(10) waive

a redemption payment with respect to any Note (other than a payment required by Section 4.09);

(11) amend

or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee

in any manner adverse to the Holders of the Notes or any Note Guarantee; or

(12) make

any change in the preceding amendment and waiver provisions.

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A consent to an amendment,

supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of a Note or portion of a Note that evidences

the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, until an amendment,

supplement or waiver becomes effective, any such Holder or subsequent Holder may revoke the consent as to his Note or portion of a Note.

For such revocation to be effective, the Trustee must receive the notice of revocation before the date the amendment, supplement or waiver

becomes effective.

The Issuer may, but shall

not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or waiver. If the

Issuer elects to fix a record date for such purpose, the record date shall be fixed at such date as the Issuer may designate. If a record

date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons who were Holders at such record

date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or to revoke

any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or

effective for more than 90 days after such record date unless consent from the Holders of the principal amount of Notes required hereunder

for such amendment or waiver to be effective also shall have been given and not revoked within such 90-day period.

After an amendment, supplement

or waiver becomes effective, it shall bind every Holder unless it makes a change pursuant to any of clauses (1) through (8) of Section

9.02. In that case the amendment, supplement or waiver shall bind each Holder of a Note who has consented to it and every subsequent Holder

of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.

Section 9.03 Notation on or Exchange of

Notes.

If an amendment, supplement

or waiver changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place

an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so

determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.

Section 9.04 Trustee Protected.

Upon written request of the

Issuer, accompanied by a resolution of the Board of Directors or other governing body of the Issuer authorizing the execution and delivery

by the Issuer of such amendment, supplement or waiver, the Trustee shall join the Issuer in signing any such amendment or supplement or

waiver authorized pursuant to this Article 9 if the amendment or supplement or waiver does not adversely affect the rights, duties, liabilities

or immunities of the Trustee. In signing such amendment or supplement or waiver, the Trustee shall be provided with, and (subject to Article

7) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent

have been satisfied and such amendment, supplement or waiver is authorized or permitted by this Indenture.

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ARTICLE 10

GUARANTEE

Section 10.01 Note Guarantee.

(a) Subject

to this Article 10, each Guarantor hereby, jointly and severally, unconditionally guarantees to

each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the

validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(1) the

principal of, premium, if any, and interest, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,

redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations

of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with

the terms hereof and thereof; and

(2) in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in

full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

(b) Each

Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of

the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect

to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance

which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment,

demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding

first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged except

by complete performance of the obligations contained in the Notes and this Indenture.

(d) If

any Holder or the Trustee is required by any court or otherwise to return to the Issuer, a Guarantor or any custodian, trustee, liquidator

or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by either to the Trustee or such

Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(e) Each

Guarantor agrees that its right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby is hereby subordinated

until payment in full of all obligations guaranteed hereby and each Guarantor shall take no action with respect to its right of subrogation

until such payment in full of all such guaranteed obligations. Each Guarantor further agrees that, as between such Guarantor, on the one

hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as

provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing

such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations

as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor

for the purpose of this Note Guarantee.

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Section 10.02 Limitation on Guarantor

Liability.

Each Guarantor, and by its

acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee of the Notes by such

Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the U.S. Uniform Fraudulent Conveyance Act,

the U.S. Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or other applicable law to the extent applicable to

any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Guarantor hereby irrevocably agree that the

obligations of each Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other

contingent and fixed liabilities of each Guarantor that are relevant under such laws, result in the obligations of each Guarantor under

its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Note

Guarantee.

To evidence its Note Guarantee

set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of guarantee substantially in the form attached as Exhibit

D hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture

(or a supplemental indenture to this Indenture) will be executed on behalf of such Guarantor by one of its Officers. The Note Guarantees

may be executed by attachment to electronic mail in portable document format (PDF).

Each Guarantor hereby agrees

that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse

on each Note a notation of such Note Guarantee.

If an Officer whose signature

is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note

Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by

the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee, if any, set forth in this

Indenture on behalf of each Guarantor.

Section 10.04 Guarantor May Consolidate,

Etc., on Certain Terms.

(a) Except

if the Note Guarantee of such Guarantor is released and discharged in connection therewith pursuant to Section 10.05 hereof, no Guarantor

shall sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person that

is (either before or after giving effect to such transaction) an Affiliate of the Issuer, unless that Affiliate unconditionally assumes

all of the obligations of such Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture, provided,

however, such assumption shall not be required if:

(1) such

Person is a Guarantor at the time of the transaction; or

(2) such

sale or other disposition is an arms’-length transaction between such Guarantor, the Issuer or an Affiliate of the Issuer and such

Guarantor receives consideration equal to the fair market value of the assets transferred.

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(b) Except

if the Note Guarantee of such Guarantor is released and discharged in connection therewith pursuant to Section 10.05 hereof, no Guarantor

shall sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person that

is not an Affiliate of the Issuer (whether or not such Guarantor is the surviving Person) other than the Issuer unless immediately after

giving effect to such transaction, no Default or Event of Default exists.

case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Affiliate, by supplemental indenture,

executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due

and punctual performance of all of the covenants and conditions of this Indenture to be performed by each Guarantor, such successor Affiliate

will succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor

Affiliate thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which

theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects

have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with

the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(d) Except

as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or

merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor

as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Section 10.05 Releases.

Notwithstanding the foregoing,

any Note Guarantee by a Subsidiary of the Issuer shall be automatically and unconditionally released and discharged, without any further

action required on the part of the Trustee or any Holder:

(1) at

the election of the Issuer by notice to the Trustee, upon or after the release or discharge of such Subsidiary from its guarantee of the

Debt in connection with which such Note Guarantee was executed and delivered pursuant to clause (a) in the first paragraph of Section

4.10 (it being understood that a release subject to contingent reinstatement is still a release, and that if any such guarantee is reinstated,

such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant

to such clause); or

(2) upon

any sale or other disposition (by merger or otherwise) of (i) the Capital Stock of such Subsidiary if such Subsidiary ceases to be a Subsidiary

of the Issuer as a result of such sale or other disposition, or (ii) all or substantially all of the assets of such Subsidiary to any

Person which is not a Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance

with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been or is being released

by the holders of the other Debt so guaranteed; or

(3) in

the case of any Restricted Subsidiary that becomes a Guarantor at the Issuer’s election pursuant to clause (b) in the first paragraph

of Section 4.10, upon notice to the Trustee of Issuer’s election to release such Guarantor (unless otherwise provided in the applicable

supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other circumstance described in the

applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor; provided that, immediately

after giving effect thereto, no Default or Event of Default is continuing; or

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(4) upon

the Issuer exercising its rights under Article 8 or upon the discharge of all the obligations under this Indenture in accordance with

Article 11; or

(5) upon

the Issuer designating such Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;

(6) upon

the liquidation or dissolution of such Subsidiary provided that, immediately after giving effect thereto, no Default or Event of Default

is continuing.

The Issuer shall notify the

Trustee in writing of the release and discharge of a Note Guarantee in accordance with this Section 10.05 (or, in the case of clause (1)

or (3) of this Section 10.05, of the Issuer’s election to effect the same); provided that no such notification shall be a

condition for the release and discharge of a Note Guarantee to be effective; provided further that the Trustee shall be under no

obligation to inform Holders of the occurrence of the release and discharge of a Note Guarantee. Upon delivery to the Trustee of an Officers’

Certificate and Opinion of Counsel to the effect that the applicable condition precedent set forth in any of clauses (1) through (6) of

this Section 10.05 has been complied with, the Trustee, at the Issuer’s expense, will execute any documents reasonably requested

by the Issuer to evidence the release of the applicable Note Guarantee.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and

Discharge.

This Indenture will be discharged

and will cease to be of further effect as to the Notes issued hereunder (except for certain surviving rights of the Trustee and the Issuer’s

obligations in connection therewith), when:

(1) either:

(a) all

Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment

money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation;

(b) all

Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of

redemption or otherwise, will become due and payable within one year or 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 Issuer, and

the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the

benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be

sufficient without consideration of any reinvestment of interest to pay and discharge the entire Debt on the Notes not delivered to the

Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

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(2) no

Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of such deposit and

such deposit will not result in a breach or violation of, or constitute a Default under, any other instrument to which the Issuer or any

Guarantor is a party or by which the Issuer or any Guarantor is bound;

(3) the

Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture in respect of the Notes; and

(4) the

Issuer has delivered irrevocable instructions to the Trustee (or the Paying Agent, as appropriate) under this Indenture to apply the deposited

money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be.

In addition, the Issuer must

deliver (a) an Officer’s Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge have been

satisfied and (b) an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge set forth in

clauses (2) and (4) of this Section 11.01 have been satisfied.

Notwithstanding the satisfaction

and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section

11.01, the provisions of Sections 8.06 and 11.02 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge

those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust

Money.

Subject to the provisions

of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied

by it, in accordance with the provisions of Notes and this Indenture, to the payment, either directly or through any Paying Agent (including

the Issuer or one of its Subsidiaries acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of

the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need

not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent

is unable to apply any money or Government Securities in accordance with Section 11.01 by reason of any legal proceeding or by reason

of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the

Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit

had occurred pursuant to Section 11.01; provided that if the Issuer has made any payment of principal of, premium or interest on

any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to

receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 12

MISCELLANEOUS

Section 12.01 [Reserved].

Section 12.02 Notices.

Any notice or communication

by the Issuer, the Guarantors, the Trustee, the Registrar, Paying Agent or Authentication Agent to the others is duly given if in writing

and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or any

other electronic transmission such party agrees to accept, or overnight air courier guaranteeing next day delivery, to the others’

address:

If to the Issuer or the Guarantors:

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

Telephone: (301) 323-9099

E-Mail: Curtis.jewell@esab.com

Attention: General Counsel

If to the Trustee, Paying Agent, Registrar or Transfer Agent:

U.S. Bank Trust Company, National Association

5065 Wooster Road

Cincinnati, Ohio 45226

Attention: CN-VA-MUNI

E-Mail: elizabeth.boyd@usbank.com

Each of the Issuer and the

Guarantors, or the Trustee, Registrar, Paying Agent or Authentication Agent by notice to the others may designate additional or different

addresses for subsequent notices or communications.

All notices and communications

(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five

Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,

if transmitted by facsimile or other electronic means; and the next Business Day after timely delivery to the courier, if sent by overnight

air courier guaranteeing next day delivery. Notices delivered to DTC will be deemed given on the date when delivered.

Any notice or communication

to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing

next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or

any defect in it will not affect its sufficiency with respect to other Holders.

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If a notice or communication

is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice

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

In the case of Definitive

Notes, all notices to Holders will be validly given if mailed to them at their respective addresses in the Register of such Notes, if

any, maintained by the Registrar. Each such notice shall be deemed to have been given on the date of such publication or, if published

more than once on different dates, on the first date on which publication is made. For so long as any Notes are represented by Global

Notes, all notices to Holders will be delivered to DTC.

Section 12.03 [Reserved].

Section 12.04 Certificate and Opinion as to

Conditions Precedent.

Upon any request or application

by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1) an

Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth

in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in

this Indenture relating to the proposed action have been satisfied; and

(2) an

Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section

12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided

that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact.

Section 12.05 Statements Required in

Certificate or Opinion.

Each certificate or opinion

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

(1) a

statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(3) a

statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her

to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a

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

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Section 12.06 Rules by Trustee and

Agents.

The Trustee may make reasonable

rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements

for its functions.

Section 12.07 No Personal Liability of

Directors, Officers, Employees and Stockholders.

No past, present or future

director, officer, employee, incorporator or stockholder of the Issuer or any of the Guarantors, as such, will have any liability for

any obligations of the Issuer or the Guarantors, under the Notes, the Note Guarantees, 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.

Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES

AND THE GUARANTEES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT

TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED

THEREBY.

Section 12.09 Submission to Jurisdiction;

Appointment of Agent for Service.

The Issuer, each of the Guarantors

and the Trustee agree that any suit, action or proceeding arising out of or based upon this Indenture may be instituted in any State or

U.S. federal court located in The City of New York and County of New York, and waives any objection that such party may now or hereafter

have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit,

action or proceeding.

Each of the Issuer and each

such Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other lawful manner.

Each party hereto hereby irrevocably

waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation,

immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising

out of or based on this Indenture, the Notes or the transactions contemplated hereby.

The provisions of this Section

12.09 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer or any

Guarantor or the Trustee or any other party and the introduction of a true copy of this Indenture into evidence shall be conclusive and

final evidence as to such matters.

Section 12.10 No Adverse Interpretation of

Other Agreements.

This Indenture may not be

used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture,

loan or debt agreement may not be used to interpret this Indenture.

-82-

Section 12.11 Successors.

All agreements of the Issuer

in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All

agreements of a Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05.

Section 12.12 Severability.

In case any provision in this

Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

will not in any way be affected or impaired thereby.

Section 12.13 Counterpart;

Originals.

The parties may sign any number

of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Signatures of

the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.14 Table of Contents, Headings,

Etc.

The Table of Contents and

headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered

a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.15 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.16 Force Majeure.

In no event shall the Trustee

be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly

or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism,

civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,

communications or computer (software and hardware) services resulting from such forces; it being understood that the Trustee shall use

reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under

the circumstances.

Section 12.17 U.S.A. Patriot Act.

The Issuer and the Guarantors

acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act of the United States, the Trustee, like all financial institutions

and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies

each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree

that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the

U.S.A. PATRIOT Act.

[Signatures on following page]

-83-

SIGNATURES

Dated as of March 26, 2026

ESAB CORPORATION, as Issuer

By:

/s/ Kevin J. Johnson

Name:

Kevin J. Johnson

Title:

Chief Financial Officer

EMSA HOLDINGS, INC.

GCE GAS CONTROL EQUIPMENT INC.

OHIO MEDICAL, LLC

SHAWEBONE HOLDINGS INC.

THE ESAB GROUP, INC.

VICTOR EQUIPMENT COMPANY

VICTOR TECHNOLOGIES GROUP, INC.

VICTOR TECHNOLOGIES HOLDINGS, INC.

VICTOR TECHNOLOGIES INTERNATIONAL, INC.

WELDING & CUTTING PRODUCTS LLC,

each as a Guarantor

By:

/s/ Kevin J. Johnson

Name:

Kevin J. Johnson

Title:

Chief Financial Officer

[Signature Page to Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee,

Paying Agent, Registrar and Transfer Agent

By:

/s/ Elizabeth A. Boyd

Name:

Elizabeth A. Boyd

Title:

Vice President

[Signature Page to Indenture]

EXHIBIT A

[Face of Note]

[Insert the

Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant

to the provisions of the Indenture]

[Insert the Original Issue Discount

Legend, if applicable pursuant to the provisions of the Indenture]

CUSIP:

__________

ISIN:

__________

5.625% Senior Notes due 2031

No. ________

$ ________

ESAB CORPORATION,

a Delaware corporation, promises to pay to _______ or its registered assigns, the principal sum of _____ DOLLARS or such greater or lesser

amount as may be indicated in Schedule A hereto on April 1, 2031.

Interest Payment Dates:

April 1 and October 1

Record Dates: March 15 and September 15

Additional provisions of this

Note are set forth on the other side of this Note.

A-1

Dated:

ESAB CORPORATION

By:

Name:

Title:

A-2

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

Dated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

By:

Authorized Signatory

A-3

[Reverse of Note]

5.625% Senior Notes due 2031

Capitalized terms

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

(1) INTEREST. ESAB

Corporation, a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note

at 5.625% per annum from [March 26, 2026]1 until maturity. The Issuer will pay interest semi-annually in arrears on April

1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest

Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest

has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this

Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall

accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [October

1, 2026]2. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on

overdue principal at the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition

interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)

at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(2) METHOD

OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders at the close of business on the March

15 or September 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before

such Interest Payment Date, except as provided in Section 2.09 of the Indenture with respect to defaulted interest. The Notes will be

payable as to principal, premium, if any, and interest at the office or agency of the Issuer maintained for such purpose as provided in

the Indenture or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth

in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect

to principal of and interest and premium, if any, on all Global Notes and all other Notes the Holders of which will have provided wire

transfer instructions to the Issuer or the Paying Agent. Such payment will be in such coin or currency of the United States of America

as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING

AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Issuer may

change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE.

The Issuer issued the Notes under an Indenture, dated as of March 26, 2026 (the “Indenture”), between the Issuer,

the Guarantors and U.S. Bank Trust Company, National Association, as Trustee. The terms of the Notes include those stated in the Indenture,

and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express

provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Issuer is entitled to issue Additional

Notes pursuant to the applicable terms of the Indenture.

(5) OPTIONAL

REDEMPTION. At any time prior to April 1, 2028 the Issuer may redeem all or a part of the Notes, upon not less than 10 nor more than

60 days’ prior notice (provided that the Issuer may give more than 60 days’ prior notice if the notice is issued in connection

with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal

amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including,

the date of redemption (the “Redemption Date”).

1 With respect to the Initial Notes.

2 With respect to the Initial Notes.

A-4

On or after April 1, 2028,

the Issuer may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice (provided that

the Issuer may give more than 60 days’ prior notice if the notice is issued in connection with a defeasance of the Notes or a satisfaction

and discharge of the Indenture), 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, if redeemed during the twelve-month period

beginning on April 1 of the years indicated below:

Year

Redemption Price

2028

102.813%

2029

101.406%

2030 and thereafter

100.000%

Notwithstanding the foregoing,

at any time prior to April 1, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture,

at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including,

the Redemption Date, with the net cash proceeds of one or more Public Equity Offerings; provided that:

(a) at

least 60% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence

of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(b) the

redemption must occur within 180 days of the date of the closing of such Public Equity Offering.

If any Note is to be redeemed

in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed.

A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon

cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption (subject to the satisfaction

of any applicable conditions precedent). On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called

for redemption. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer

shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee or

the Paying Agent.

In connection with any redemption

of the Notes (including with the net cash proceeds of a Public Equity Offering), any such redemption may, at the Issuer’s discretion,

be subject to one or more conditions precedent, including, but not limited to, completion of a sale of common stock or other corporate

transaction (including any related Public Equity Offering). In addition, if such redemption or notice is subject to satisfaction of one

or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until

such time as any or all such conditions shall be satisfied, or 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 by the Redemption Date, or by the Redemption Date so delayed.

A-5

In addition, the Issuer may

acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise,

in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

(6) SPECIAL

MANDATORY REDEMPTION. The Notes are also subject to a Special Mandatory Redemption, as set forth in Section 3.08 of the Indenture.

If (i) the Purchase has not been consummated on or prior to the Termination Date or (ii) the Issuer notifies the Trustee in writing that

the Purchase will not be consummated on or prior to the Termination Date (including, without limitation, due to the Share Purchase Agreement

having been terminated in accordance with its terms prior to the Termination Date) (each of the above, a “Special Mandatory Redemption

Event”), then the Issuer shall deposit with the Trustee, cash in an amount sufficient to redeem the Notes (the “Special

Mandatory Redemption”) on the second (2nd) Business Day following the occurrence of the Special Mandatory Redemption Event (such

second (2nd) Business Day, the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures

of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of

the Notes, plus accrued and unpaid interest from the Issue Date or the most recent date to which interest has been paid or duly provided

for on the Notes, as the case may be, to, but excluding, the Special Mandatory Redemption Date. For the avoidance of doubt, it is acknowledged

and agreed that in no event shall the Trustee have any responsibility for determining or verifying the accuracy of the Special Mandatory

Redemption Price.

(7) MANDATORY

REDEMPTION. Except as set forth under Section 3.08 of the Indenture, the Issuer is not required to make any mandatory redemption or

sinking fund payments with respect to the Notes.

(8) OFFER

TO REPURCHASE UPON CHANGE OF CONTROL. Upon the occurrence of a Change of Control, unless the Issuer has exercised its right to redeem

the Notes as provided in Section 3.06 of the Indenture, the Issuer shall make an offer (a “Change of Control Offer”)

to each Holder to repurchase all or any part (equal to $2,000 principal amount and integral multiples of $1,000 in excess thereof) of

each Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid

interest thereon, if any, on the Notes repurchased, to, but not including, the date of repurchase (the “Change of Control Payment”).

Within 30 days following any Change of Control, the Issuer shall send a notice to each Holder, with a copy to the Trustee and Paying

Agent, describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the

Change of Control Offer as required by the Indenture.

(9) NOTICE

OF REDEMPTION. Notices of redemption shall be given in accordance with Section 3.03 of the Indenture and with the effect of notice

of redemption as set forth in Section 3.04 of the Indenture.

(10) DENOMINATIONS,

TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of

$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar

and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Registrar may

not require a Holder to pay any taxes and fees, except as otherwise set forth in the Indenture. The Registrar need not exchange or register

the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in

part. Also, the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes

to be redeemed or during the period between a Record Date and the corresponding Interest Payment Date.

A-6

(11) PERSONS

DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(12) AMENDMENT,

SUPPLEMENT AND WAIVER. The provisions of the Indenture governing amendment, supplement and waiver are set forth in Article 9 of

the Indenture.

(13) DEFAULTS

AND REMEDIES. Events of Default and Remedies are set forth in Article 6 of the Indenture.

(14) TRUSTEE

DEALINGS WITH ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services

for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(15) NO

RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or shareholder of the Issuer or any

Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Note Guarantees or

the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting

a Note waives and releases such liability. The waiver and release are part of the consideration for issuance of the Notes.

(16) AUTHENTICATION.

This Note will not be valid until authenticated by the manual signature of the Trustee.

(17) 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).

(18) CUSIP

AND ISIN NUMBERS. The Issuer has caused CUSIP and/or ISIN numbers to be printed on the Notes and the Trustee (or the Registrar, as

appropriate) may 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.

(19) GOVERNING

LAW. THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE

STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF

ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(20) COUNTERPARTS.

This Note may be executed in any number of counterparts (including by attachment to electronic mail in portable document format (PDF)),

each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement,

and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties

hereto.

The Issuer will furnish to

any Holder upon written request and without charge a copy of the Indenture.

Requests may be made to:

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

Telephone: (301) 323-9099

E-Mail: Curtis.jewell@esab.com

Attention: General Counsel

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D.

no.)

(Print or type assignee’s name, address and

Zip Code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The Agent may substitute

another to act for him.

Date:

Your Signature:

Sign exactly as your name appears on

the face of this Note

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion

Program (or other signature guarantor acceptable to the Trustee).

A-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have

this Note purchased by the Issuer pursuant to Section 4.09 of the Indenture, check the box: ☐

If you want to elect to have

only part of the Note purchased by the Issuer pursuant to Section 4.09 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears on

the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion

Program (or other signature guarantor acceptable to the Trustee).

A-9

Schedule A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE*

The following exchanges

of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global

Note or Definitive Note for an interest in this Global Note, have been made:

Date of

Exchange

Amount of decrease

in Principal Amount

of this Global Note

Amount of increase

in Principal Amount

of this Global Note

Principal Amount

of this Global Note

following such

decrease or increase

Signature of

authorized officer of Trustee or

Custodian

* This Schedule should be included only if the Note is issued

in global form.

A-10

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

Telephone: (301) 323-9099

E-Mail: Curtis.jewell@esab.com

Attention: General Counsel

U.S. Bank Trust Company, National Association

5065 Wooster Road

Cincinnati, Ohio 45226

Attention: CN-VA-MUNI

E-Mail: elizabeth.boyd@usbank.com

Re: ESAB Corporation – 5.625% Senior Notes due 2031

Reference is hereby made to

the Indenture, dated as of March 26, 2026 (the “Indenture”), between ESAB Corporation, as Issuer, the Guarantors from

time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee, Transfer Agent and Registrar. Capitalized terms

used but not defined herein shall have the meanings given to them in the Indenture.

(the “Transferor”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] specified in Annex

A hereto, in the principal amount of $

(the “Transfer”), to

(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby

certifies that:

[CHECK ALL THAT APPLY]

1. ☐

Check if Transferee will take delivery of a beneficial interest in the 144A. Global Note or a Definitive Note pursuant

to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended

(the “U.S. Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest

or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial

interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment

discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in

a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of

any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred

beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed

on the 144A Global Note and/or the Definitive Note and in the Indenture and under the U.S. Securities Act.

2. ☐

Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant

to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the U.S. Securities

Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States

and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting

on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in,

on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf

knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention

of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the U.S. Securities Act, (iii) the transaction is not part of

a plan or scheme to evade the registration requirements of the U.S. Securities Act and (iv) if the proposed transfer is being made prior

to the expiration of the 40-day “Distribution Compliance Period” under Regulation S, the transfer is not being made to a U.S.

Person or for the account or benefit of a U.S. Person (other than a “Distributor” as defined in Rule 902 of Regulation S)

and the transferred beneficial interest will be held immediately after such Transfer through DTC. Upon consummation of the proposed transfer

in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions

on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture

and under the U.S. Securities Act.

B-1

3. ☐ Check

if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive

Note.

(a) ☐

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under

the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities

laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend

are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance

with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions

on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the

Indenture.

(b) ☐

Check if Transfer is pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or

Rule 904 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable

blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private

Placement Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer

in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the

restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes

and in the Indenture.

Check if Transfer is pursuant to an Effective Registration Statement. The Transfer is being effected in compliance with the transfer

restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States pursuant to an effective

registration statement under the U.S. Securities Act and in compliance with the prospectus delivery requirements of the U.S. Securities

Act.

(d) ☐

Check if Transfer is pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption

from the registration requirements of the U.S. Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer

restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions

on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the U.S.

Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest

or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted

Global Notes or Restricted Definitive Notes and in the Indenture.

4. ☐

Check if Transfer is to the Issuer or any of its Subsidiaries. The transfer is being effected in compliance with

the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States.

B-2

This certificate and the statements contained herein

are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

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

[CHECK ONE OF (a)

OR (b)]

(a) ☐

a beneficial interest in the:

(i) ☐

144A Global Note (144A ISIN: ,

144A CUSIP: ),

(ii) ☐

Regulation S Global Note (Regulation S ISIN: ,

Regulation S CUSIP:

)

(b) ☐ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ☐

a beneficial interest in the:

(i) ☐

144A Global Note (144A ISIN:

, 144A CUSIP:

), or

(ii) ☐

Regulation S Global Note (Regulation S ISIN: ,

Regulation S CUSIP:

), or

(iii) ☐

Unrestricted Global Note (144A ISIN: ,

144A CUSIP:

); or

(b) ☐ a Restricted Definitive Note; or

in accordance with the terms of the Indenture

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

Telephone: (301) 323-9099

E-Mail: Curtis.jewell@esab.com

Attention: General Counsel

U.S. Bank Trust Company, National Association

5065 Wooster Road

Cincinnati, Ohio 45226

Attention: CN-VA-MUNI

E-Mail: elizabeth.boyd@usbank.com

5.625% Senior Notes due 2031

(144A CUSIP: ;

Regulation S CUSIP:

;

144A ISIN: ;

Regulation S ISIN: )

Reference is hereby made to

the Indenture, dated as of March 26, 2026 (the “Indenture”), between ESAB Corporation, as Issuer, the Guarantors party

thereto and U.S. Bank Trust Company, National Association, as Trustee, Paying Agent, Transfer Agent and Registrar. Capitalized terms used

but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein,

in the principal amount of $ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

[CHECK ALL THAT APPLY]

(a) ☐

Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.

In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted

Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s

own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted

Global Notes and pursuant to and in accordance with the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),

(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain

compliance with the U.S. Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance

with any applicable blue sky securities laws of any state of the United States.

(b) ☐

Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection

with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note in an equal

principal amount, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer,

(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant

to and in accordance with the U.S. Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the U.S. Securities Act and (iv) the Unrestricted Definitive Note is being

acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection

with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note in an equal principal

amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii)

such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to

and in accordance with the U.S. Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the U.S. Securities Act and (iv) the beneficial interest in an Unrestricted

Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐

Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s

Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note in an equal principal amount, the Owner hereby certifies

(i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been

effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with

the U.S. Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the U.S. Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance

with any applicable blue sky securities laws of any state of the United States.

Exchange of Restricted Definitive Notes or Beneficial Interests

in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

(a) ☐

Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with

the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note in an equal principal

amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.

Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue

to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and

in the Indenture and under the U.S. Securities Act.

(b) ☐

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with

the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐

144A Global Note, ☐ Regulation S Global Note, in an equal principal

amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and

(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant

to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any state of the

United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued

will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note

and in the Indenture and under the U.S. Securities Act.

C-2

This certificate and the statements contained herein are made for your

benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

C-3

EXHIBIT D

FORM OF NOTATION OF GUARANTEE

For value received, the Guarantors

(which term includes any successor Person under the Indenture) have unconditionally guaranteed, to the extent set forth in the Indenture

and subject to the provisions in the Indenture, dated as of March 26, 2026 (the “Indenture”), between ESAB Corporation,

a Delaware corporation (the “Issuer”), each guarantor from time to time party thereto (the “Guarantors”),

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, transfer agent, registrar

and authenticating agent, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined

in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue

principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuer

to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or

renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance

with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor

to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the

Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically

and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, as provided

by Section 10.05 of the Indenture.

[GUARANTOR]

By:

Name:

Title:

D-1

EXHIBIT E

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS]

SUPPLEMENTAL INDENTURE No.

(this “Supplemental Indenture”), dated as of [●], among ESAB Corporation, a Delaware corporation (the “Issuer”),

each of the guarantors party hereto (each, a “New Guarantor”), and U.S. Bank Trust Company, National Association, as

trustee (the “Trustee”).

WHEREAS, the Issuer and the

Guarantors party thereto have executed and delivered to the Trustee an indenture, dated as of March 26, 2026 (the “Indenture”),

relating to the Issuer’s 5.625% Senior Notes due 2031 (the “Notes”);

WHEREAS, the Indenture provides

that under certain circumstances subsidiaries of the Issuer shall execute and deliver to the Trustee a supplemental indenture pursuant

to which the New Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on

the terms and conditions set forth herein and deliver a notation of guarantee as described in the Indenture; and

WHEREAS, pursuant to Section

9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture

NOW, THEREFORE, in consideration

of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor and the

Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized

Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement

to Guarantee. Each New Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions

set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

3. No

Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of any New Guarantor,

as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, any Note 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 Commission

that such a waiver is against public policy.

4. New

York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT

GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD

BE REQUIRED THEREBY.

5. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures

for all purposes.

6. Effect

of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. The

Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental

Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Issuer.

E-1

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.

ESAB CORPORATION, as Issuer

By:

Name:

Title:

[GUARANTOR(S)], as New Guarantors

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

E-2

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