SEC filing – odaterad – 0001104659-26-003739-xbrl.zip

as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of

the Reference Period; and

 

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(3)             for

purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good

faith by a responsible financial or chief accounting officer of either Issuer including cost savings and synergies; provided that

(x) such cost savings and synergies are reasonably identifiable, reasonably attributable to the action specified and reasonably anticipated

to result from such actions, and (y) such actions have been taken or initiated or are expected to be taken or initiated within twelve

(12) months of the date of determination.

 

Notwithstanding anything herein to the contrary,

when calculating the Leverage Ratio in connection with a Limited Condition Acquisition, the date of determination of such ratio and of

any Default or Event of Default blocker shall, at the option of the Issuers, be the date the definitive agreements for such Limited Condition

Acquisition are entered into and such ratio shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition

and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds

thereof) as if they occurred at the beginning of the applicable Reference Period, and, for the avoidance of doubt, (x) if any of

such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Issuers

or the target company) at or prior to the consummation of the relevant Limited Condition Acquisition and the Issuers have elected to test

such ratios on the date the definitive agreements for such Limited Condition Acquisition are entered into, such ratios will not be deemed

to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is

permitted hereunder and (y) such ratio shall not be tested at the time of consummation of such Limited Condition Acquisition or related

transactions; provided further that if the Issuers elect to have such determinations occur at the time of entry into such definitive

agreement, any such transactions shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter

for purposes of calculating any ratios hereunder after the date of such agreement and before the consummation of such Limited Condition

Acquisition and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized.

 

In calculating the amount of Consolidated Indebtedness

on the date of determination for purposes of the first paragraph of Section 4.10, the calculation shall not give effect to any Indebtedness

incurred on such determination date pursuant to the provisions described in the second paragraph under Section 4.10. For the avoidance

of doubt, the reference to “cash and Cash Equivalents” in clause (1) of the first paragraph of this definition refers

to “cash and Cash Equivalents” of the Company and its Restricted Subsidiaries.

 

“ 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.

 

“ Limited Condition Acquisition ”

means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation is

not conditioned upon the availability of, or on obtaining, third-party financing.

 

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“ Long Derivative Instrument ”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which

generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or

the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

 

“ LTM

EBITDA ” means the Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters

ending prior to the date of such determination for which consolidated financial statements are available (which may, at the Company’s

election, be internal financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition

or Investment, as applicable, since the start of such four quarter period.

 

“ Make-Whole Premium ” means,

with respect to a Note at any redemption date, the greater of:

 

(i)             1.0%

of the principal amount of such Note; and

 

(ii)             the

excess of:

 

(1)             the

present value at such redemption date of (A) the redemption price of such Note on (i) in the case of the 2033 Notes, February 1,

2029 (with such redemption price being as set forth in Section 3.07(a)(i)) and (ii) in the case of the 2036 Notes, February 1,

2031 (with such redemption price being as set forth in Section 3.07(a)(ii)) plus (B) all required remaining scheduled interest

payments due on such Note through (i) in the case of the 2033 Notes, February 1, 2029 and (ii) in the case of the 2036

Notes, February 1, 2031, other than accrued interest to such redemption date, computed using a discount rate equal to the Treasury

Rate plus 50 basis points per annum discounted on a semiannual bond equivalent basis, over

 

(2)             the

principal amount of such Note on such redemption date.

 

“ Management Fees ” means the

fees payable to Charter or any other Parent pursuant to the management and mutual services agreements between any Parent of the Company

and/or CCO and between any Parent of the Company and other Restricted Subsidiaries of the Company and pursuant to the limited liability

company agreements of certain Restricted Subsidiaries as such management, mutual services or limited liability company agreements exist

on the Issue Date (or, if later, on the date any new Restricted Subsidiary is acquired or created), including any amendment or replacement

thereof, provided that any such new agreements or amendments or replacements of existing agreements is not more disadvantageous

to Holders in any material respect than such management agreements existing on the Issue Date; and further provided that such new,

amended or replacement management agreements do not provide for percentage fees, taken together with fees under existing agreements, any

higher than 3.5% of Charter’s consolidated total revenues for the applicable payment period.

 

“ Moody’s ” means Moody’s

Investors Service, Inc. or any successor to the rating agency business thereof.

 

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“ Net Proceeds ” means the aggregate

cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation,

any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs

relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and

any relocation expenses incurred as a result thereof or taxes paid or payable as a result thereof (including amounts distributable in

respect of owners’, partners’ or members’ tax liabilities resulting from such sale), in each case after taking into

account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of

Indebtedness.

 

“ Net Short ” means, with respect

to a Holder or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds

the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination

or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined

in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to any Issuer or any Guarantor immediately prior to such

date of determination.

 

“ Note ” or “ Notes ”

has the meaning assigned to it in the preamble and includes the Initial Notes, any Additional Notes and any Exchange Notes.

 

“ Obligations ” means any principal,

interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any

Indebtedness.

 

“ Offering Memorandum ” means

that certain offering memorandum relating to the Notes, dated January 6, 2026.

 

“ Other Person ” has the meaning

assigned to such term in the definition of “Consolidated EBITDA.”

 

“ Parent ” means (i) any

of the Designated Parent Companies, and each of their respective successors (by way of conversion, merger and amalgamation), and/or any

direct or indirect Subsidiary of the foregoing a majority of the Capital Stock of which is owned directly or indirectly by one or more

of the foregoing Persons, as applicable, and that directly or indirectly beneficially owns a majority of the Capital Stock of the Company,

and any successor Person to any of the foregoing; and (ii) any holding company of the foregoing where the direct or indirect holders

of the voting stock of such holding company immediately following the transaction where the holding company became a holding company are

substantially the same as the holders of the Issuers’ voting stock immediately prior to that transaction. For purposes of the second

paragraph of Section 4.07, the term “Parent” shall include any corporate co-obligor if such Parent is a limited liability

company or other association not taxed as a corporation.

 

“ Performance Reference ” has

the meaning assigned to such term in the definition of “Derivative Instrument.”

 

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“ Permitted Investments ” means:

 

(1)             any

Investment in the Company or by the Company in the Company or in a Restricted Subsidiary of the Company, or any Investment by a Restricted

Subsidiary of the Company in the Company or in another Restricted Subsidiary of the Company;

 

(2)             any

Investment in Cash Equivalents;

 

(3)             any

Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

 

(a)             such

Person becomes a Restricted Subsidiary of the Company; or

 

(b)             such

Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated

into, the Company or a Restricted Subsidiary of the Company;

 

(4)             any

Investment made as a result of the receipt of non-cash consideration from any Asset Sale that was made pursuant to and in compliance with

Section 4.11;

 

(5)             any

Investment made out of the net cash proceeds of the issue and sale after the Issue Date (other than to a Subsidiary of the Company) of

Equity Interests (other than Disqualified Stock) of the Company (or cash contributions to the equity capital of the Company) to the extent

that such net cash proceeds have not been applied to make a Restricted Payment or to effect other transactions pursuant to Section 4.07

hereof (with the amount of usage of the basket in this clause (5) being determined net of the aggregate amount of principal, interest,

dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not

to exceed the initial amount of such Investment);

 

(6)             other

Investments in any Person (other than any Parent) having an aggregate fair market value, when taken together with all other Investments

in any Person made by the Company and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after

the Issue Date, not to exceed the greater of (A) 4.5% of Total Assets and (B) $7.0 billion (initially measured on the date each

such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate

amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect

of any such Investment, provided that if such amount exceeds the initial amount of such Investment, such amount shall be added

to the amount available under this clause) at any one time outstanding;

 

(7)             Investments

in customers and suppliers in the ordinary course of business which either (A) generate accounts receivable or (B) are accepted

in settlement of bona fide disputes;

 

(8)             Investments

of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated with a

Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with

such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

 

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(9)             any

Investment (other than an Investment in a Restricted Subsidiary) existing or pursuant to agreements or arrangements in effect, on the

Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may

be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted

under this Supplemental Indenture;

 

(10)           Investments

received as a result of a bankruptcy, workout, reorganization or recapitalization of customers or suppliers;

 

(11)           as

a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title

with respect to any secured Investment in default;

 

(12)           any

Investment represented by Hedging Obligations not entered into for speculative purposes;

 

(13)           loans

and advances to officers, directors and employees for business-related travel expenses, moving expenses and other expenses, in each case

incurred in the ordinary course of business or to finance the purchase of Equity Interests of the Company or any Parent and in an amount

not to exceed $25.0 million at any one time outstanding;

 

(14)           Investments

the payment for which consists of Equity Interests of the Company or any Parent (exclusive of Disqualified Stock of the Company);

 

(15)           Guarantees

of Indebtedness permitted by Section 4.10;

 

(16)           Investments

consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual

property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

 

(17)           Investments

consisting of the non-exclusive licensing or contribution of intellectual property pursuant to joint marketing arrangements with other

persons;

 

(18)           the

creation of Liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.14;

 

(19)           Investments

consisting of earnest money deposits acquired in connection with a purchase agreement or other acquisitions to the extent not otherwise

prohibited under this Supplemental Indenture;

 

(20)           without

duplication of amounts that otherwise increased the amount available under one or more of the foregoing categories of Permitted Investments,

investments made from the proceeds from any dividend or distribution by an Unrestricted Subsidiary to the Company or any of its Restricted

Subsidiaries;

 

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(21)           (i) Investments

arising in connection with a Permitted Securitization Financing and (ii) distributions or payments of Securitization Fees and purchases

of Securitization Assets in connection with a Permitted Securitization Financing; and

 

(22)           Investments

in an aggregate outstanding amount not to exceed an amount equal to the sum of the Total Leverage Excess Proceeds and Declined Excess

Proceeds that has not been utilized to make Restricted Payments in reliance on clause (17) of the second paragraph of Section 4.07.

 

“ Permitted Liens ” means:

 

(1)             Liens

on the assets of, or Equity Interests in, a Restricted Subsidiary of the Company securing Indebtedness and other Obligations under any

of the Credit Facilities of such Restricted Subsidiary;

 

(2)             Liens

in favor of the Company;

 

(3)             Liens

on property of a Person existing at the time such Person is merged with or into or consolidated with the Company; provided that

such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those

of the Person merged into or consolidated with the Company;

 

(4)             Liens

on property existing at the time of acquisition thereof by the Company; provided that such Liens were in existence prior to the

contemplation of such acquisition;

 

(5)             Liens

to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred

in the ordinary course of business;

 

(6)             purchase

money mortgages or other purchase money Liens (including, without limitation, any Capital Lease Obligations) incurred by the Company upon

any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including without limitation Capital Lease Obligations)

on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not assumed, so long as

 

(i)              such

mortgage or Lien does not extend to or cover any of the assets of the Company, except the asset so developed, constructed, or acquired,

and directly related assets such as enhancements and modifications thereto, substitutions, replacements, proceeds (including insurance

proceeds), products, rents and profits thereof, and

 

(ii)             such

mortgage or Lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other charges,

costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation,

improvement, and migration) and is incurred in connection therewith (or the obligation under such Capital Lease Obligation) only;

 

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(7)             Liens

existing on the Issue Date and replacement Liens therefor that do not encumber additional property;

 

(8)             Liens

for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate

proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be

required in conformity with GAAP shall have been made therefor;

 

(9)             statutory

and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising

in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal

proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required

in conformity with GAAP shall have been made;

 

(10)           Liens

incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and

other types of social security;

 

(11)           Liens

incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’ acceptance,

surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred

in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

 

(12)           easements,

rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially

interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries;

 

(13)           Liens

of franchisors or other regulatory bodies arising in the ordinary course of business;

 

(14)           Liens

arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements

for precautionary purposes relating to arrangements not constituting Indebtedness;

 

(15)           Liens

arising from the rendering of a final judgment or order against the Company or any of its Restricted Subsidiaries that does not give

rise to an Event of Default;

 

(16)           Liens

securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters

of credit and the products and proceeds thereof;

 

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(17)           Liens

encumbering customary initial deposits and margin deposits, and other Liens, in each case, securing Indebtedness under Hedging Obligations

and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect the

Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

 

(18)           Liens

consisting of any interest or title of licensor in the property subject to a license;

 

(19)           Liens

on the Capital Stock of Unrestricted Subsidiaries;

 

(20)           Liens

arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course

of business;

 

(21)           Liens

incurred with respect to obligations which in the aggregate do not exceed the greater of (i) $300.0 million or (ii) 1.0% of

Consolidated Net Tangible Assets at any one time outstanding;

 

(22)           Liens

in favor of the Trustee arising under the provisions of Section 7.07 of this Supplemental Indenture and similar provisions in favor

of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after the

date hereof;

 

(23)           Liens

in favor of the Trustee for its benefit and the benefit of Holders as their respective interests appear;

 

(24)           Liens

securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted to be secured

by such Liens; and

 

(25)           Liens

on Securitization Assets securing or transferred pursuant to any Permitted Securitization Financing.

 

“ Permitted Refinancing Indebtedness ”

means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used

within 60 days after the date of issuance thereof, to extend, refinance, renew, replace, defease or refund, other Indebtedness of the

Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that, unless otherwise permitted

by this Supplemental Indenture, no Indebtedness of any Restricted Subsidiary (other than, for the avoidance of doubt, a corporate co-issuer

whose primary purpose is to act as a co-issuer and any Restricted Subsidiary that is a Guarantor) may be issued in exchange for, nor may

the net proceeds of Indebtedness be used to extend, refinance, renew, replace, defease or refund, Indebtedness of the direct or indirect

parent of such Restricted Subsidiary; provided , further , that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of

(or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced,

defeased or refunded (plus the amount of expenses incurred in connection therewith), except to the extent that any such excess principal

amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions of Section 4.10;

 

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(2)             such

Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life

to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,

defeased or refunded; and

 

(3)             if

the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes,

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right

of payment to, the Notes on terms at least as favorable to Holders as those contained in the documentation governing the Indebtedness

being extended, refinanced, renewed, replaced, defeased or refunded.

 

“ Permitted Securitization Financing ”

means any financing arrangement or factoring of Securitization Assets by the Company or any Subsidiary of the Company or any securitization

facility of any Securitization Subsidiary of the Company or any of its Subsidiaries, in each case, the obligations of which are non-recourse

(except for Standard Securitization Undertakings) to the Company or any of its Restricted Subsidiaries (other than any Securitization

Subsidiary) in connection therewith.

 

“ Person ” means any individual,

corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization,

government or agency or political subdivision thereof or any other entity.

 

“ Preferred Stock ,” as applied

to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which, by its terms, is preferred

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

Person, over shares of Capital Stock of any other class of such Person.

 

“ Private Placement Legend ” means

the legend set forth in Section 2.06(g)(i)(A) to be placed on all Notes issued under this Supplemental Indenture except where

otherwise permitted by the provisions of this Supplemental Indenture.

 

“ Productive Assets ” means assets

(including assets of a referent Person owned directly or indirectly through ownership of Capital Stock) of a kind used or useful in the

Cable Related Business.

 

“ Qualified Capital Stock ” means

any Capital Stock that is not Disqualified Stock.

 

“ Rating Agencies ” means (i) each

of Moody’s, S&P and Fitch Ratings Ltd. and (ii) if any of Moody’s, S&P or Fitch Ratings Ltd. ceases to rate the

Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, a “nationally recognized

statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as amended, selected

by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P,

Fitch Ratings Ltd. or each of them, as the case may be.

 

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“ Ratings Decline Period ” means

the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of

Control and (b) the occurrence of a Change of Control and (ii) ends 60 days following consummation of such Change of Control;

provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is

under publicly announced consideration for downgrade by the applicable Rating Agency.

 

“ Ratings Event ” means a downgrade

by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating

of the Notes within the Ratings Decline Period by two or more Rating Agencies (unless the applicable Rating Agency shall have put forth

a written statement to the effect that such downgrade is not attributable in whole or in part to the applicable Change of Control) following

which (except in the case of a withdrawal of a rating) the rating of the Notes by each such Rating Agency is below such Rating Agency’s

rating of the Notes on the Issue Date.

 

“ Reference Period ” has the meaning

assigned to such term in the definition of “Leverage Ratio.”

 

“ Register ” means a register

in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of the Notes and

of transfers and exchanges of such Notes which the Issuers shall cause to be kept at the appropriate office of the Registrar in accordance

with Section 2.03.

 

“ Registration Rights Agreement ”

means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among

the Issuers and the Initial Purchasers with respect to such Notes and (2) with respect to any Additional Notes, any registration

rights agreement between the Issuers and the other parties thereto relating to the registration by the Issuers of such Additional Notes

under the Securities Act.

 

“ Regulation S Global Note ” means

a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto bearing the Global Note Legend, the

Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the Depositary or

its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Additional Notes initially

sold in reliance on Rule 903 of Regulation S.

 

“ Regulation S Legend ” means

the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this

Supplemental Indenture.

 

“ Restricted Investment ” means

an Investment other than a Permitted Investment.

 

“ Restricted Subsidiary ” of a

Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

 

“ Rule 144A Global Note ”

means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto bearing the Global Note Legend

and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that

will be issued in an initial denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance

on Rule 144A.

 

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“ S&P ” means S&P Global

Ratings or any successor to the rating agency business thereof.

 

“ Screened Affiliate ” means any

Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that

is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate

of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuers or their

Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting

in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced

by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection

with its investment in the Notes.

 

“ Securitization Assets ” means

accounts receivable, loans, mortgages, royalties, other rights to payment, supporting obligations therefor, proceeds therefrom and other

related assets customarily disposed of or pledged in connection with non-recourse receivables financings or factorings or securitization

facilities (as determined by the Company).

 

“ Securitization Fees ” means

distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein

issued or sold in connection with, and other fees, expenses and charges (including commissions, yield, interest expense and fees and expenses

of legal counsel) paid in connection with, any Permitted Securitization Financing.

 

“ Securitization Repurchase Obligation ”

means any obligation of a seller of Securitization Assets in a Permitted Securitization Financing to repurchase or otherwise make payments

with respect to Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including

as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as

a result of any action taken by, any failure to take action by or any other event relating to the seller.

 

“ Securitization Subsidiary ”

means any Subsidiary formed by the Company or any of its other Subsidiaries solely for purposes of consummating any Permitted Securitization

Financing and which holds no material assets other than Securitization Assets and which is engaged in no material activities other than

those related to such Permitted Securitization Financing.

 

“ Shelf Registration Statement ”

means a “shelf” registration statement providing for the registration and the sale on a continuous or delayed basis of any

Notes as may be provided in the Registration Rights Agreement.

 

“ Short Derivative Instrument ”

means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which

generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or

the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

 

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“ Significant Subsidiary ” means

(a) with respect to any Person, any Restricted Subsidiary of such Person which accounted for more than 10% of (i) the consolidated

assets of such Person as of the last day of such Person’s most recently completed fiscal year or (ii) the Consolidated EBITDA

of such Person for such Person’s most recently completed fiscal year and (b) in addition, with respect to the Company, Capital

Corp.

 

“ Special Interest ” means all

additional interest owing on the Notes pursuant to the Registration Rights Agreement.

 

“ Standard Securitization Undertakings ”

means representations, warranties, covenants (including Securitization Repurchase Obligations) and indemnities entered into by the Company

or any Subsidiary of the Company that the Company has determined in good faith are customary for “non-recourse” accounts receivables

financings or factoring or securitization financings.

 

“ Stated Maturity ” means, with

respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal

was scheduled to be paid in the documentation governing such Indebtedness on the Issue Date, or, if none, the original documentation governing

such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior

to the date originally scheduled for the payment thereof.

 

“ Subsidiary ” means, with respect

to any Person:

 

(1)             any

corporation, association or other business entity (A) of which at least 50% of the total voting power of shares of Capital Stock

entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at

the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination

thereof) and (B) in the case of any such entity of which 50% of the total voting power of shares of Capital Stock is so owned or

controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right

to control the management of such entity pursuant to contract or otherwise; and

 

(2)             any

partnership:

 

(a)             the

sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or

 

(b)             the

only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

 

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To the extent an entity satisfies clause (1)(A) above

and the referent Person owns no more than 50% of the total voting power of shares of Capital Stock of such entity, the Issuers may:

 

(i)             elect

to designate such entity as a “Subsidiary”; provided that, unless such entity is designated as an Unrestricted Subsidiary

in compliance with this Indenture, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of

any outstanding Indebtedness of such entity and such designation shall only be permitted if:

 

(1)             such

Indebtedness is permitted under Section 4.10, 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 immediately following such designation;

 

and

 

(ii)            may

subsequently elect that such entity is not a “Subsidiary,” so long as such designation is permitted by Section 4.08.

 

For purposes of designating such an entity as not being a Subsidiary:

 

(1)             the

term “Investment” will include the portion (proportionate to the Company’s equity interest in such entity to be designated

as not being a Subsidiary) of the fair market value of the net assets of such entity at the time that such entity is designated as not

being a Subsidiary; provided, however, that upon a redesignation of such entity as a Subsidiary where the Investment of such Subsidiary

is then a Permitted Investment, the Company will be deemed to continue to have an “Investment” in a Person that is not a Restricted

Subsidiary in an amount (if positive) equal to (a) the Company’s Investment in such entity at the time of such redesignation

less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net

assets (as conclusively determined by the Board of Directors of the Company in good faith) of such entity at the time that such entity

is so re-designated a Subsidiary; and

 

(2)             any

property transferred to or from the entity that has been designated as not being a Subsidiary will be valued at its fair market value

at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

 

Any designation of such an entity as not being

a Subsidiary of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving

effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions

and was not prohibited by Section 4.08.

 

“ Supplemental Indenture ” has

the meaning assigned to it in the preamble to this Supplemental Indenture.

 

“ Total Assets ” means the total

assets of the Issuers and their Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuers.

 

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“ Total Leverage Excess Proceeds ”

has the meaning assigned to such term in the definition of “Applicable Percentage.”

 

“ Treasury Rate ” means, the weekly

average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available

as of the date that is two business days prior to the redemption date) of the yield to maturity of United States Treasury securities with

a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during

such week (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 applicable redemption date to (i) in the case of the 2033 Notes, February 1, 2029 and (ii) in

the case of the 2036 Notes, February 1, 2031, provided, however, that if the period from the applicable redemption date is not equal

to the constant maturity of a United States Treasury security for which such a yield is given, the Treasury Rate shall be obtained by

linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities

for which such yields are given except that if the period from the applicable redemption date to (i) in the case of the 2033 Notes,

February 1, 2029 and (ii) in the case of the 2036 Notes, February 1, 2031 is less than one year, the weekly average yield

on actively traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

 

“ Unrestricted Global Note ” means

a permanent Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 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 Initial Notes or any Additional Notes that

do not bear the Private Placement Legend.

 

“ Unrestricted Subsidiary ” means

(x) any Subsidiary of the Company that is designated by the Board of Directors of the Company or Charter as an Unrestricted Subsidiary

pursuant to a board resolution and (y) any Subsidiary of an Unrestricted Subsidiary.

 

The Company may designate any Subsidiary of the

Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other

business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if such Subsidiary at the time of designation:

 

(1)             except

to the extent not prohibited by Section 4.13, is not party to any agreement, contract, arrangement or understanding with the Company

or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the

Company or any Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company

unless such terms constitute Investments permitted under Section 4.08 and Permitted Investments or Asset Sales permitted under Section 4.11;

and

 

(2)             does

not own any Capital Stock of the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated

or otherwise an Unrestricted Subsidiary.

 

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Any designation of a Subsidiary of the Company

as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving

effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions

and was permitted by Section 4.08. The Board of Directors of the Company or Charter may at any time designate any Unrestricted Subsidiary

to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted

Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if:

 

(1)             such

Indebtedness is permitted under Section 4.10 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 immediately following such designation.

 

For purposes of designating a Restricted Subsidiary

as an Unrestricted Subsidiary:

 

(1)             the

term “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary

to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company

at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of

such Subsidiary as a Restricted Subsidiary where the Investment of such Subsidiary is then a Permitted Investment, the Company will be

deemed to continue to have an “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the

Company’s Investment in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s

equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of

the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

 

(2)             any

property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each

case as determined in good faith by the Board of Directors of the Company.

 

“ 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 or

comparable governing body of such Person.

 

“ Weighted Average Life to Maturity ”

means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

 

(1)             the

sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other

required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to

the nearest one-twelfth) that will elapse between such date and the making of such payment; by

 

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(2)             the

then outstanding principal amount of such Indebtedness.

 

“ Wholly Owned Restricted Subsidiary ”

of any Person means a Restricted Subsidiary of such Person all of the outstanding common equity interests or other ownership interests

of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned

Restricted Subsidiaries of such Person.

 

Section 1.02	      Other

Definitions .

 

Term
Defined


in Section

“Affiliate Transaction”
4.13

“Asset Sale Offer”
3.09

“Authentication Order”
2.02

“Change of Control Offer”
4.16

“Change of Control Payment”
4.16

“Change of Control Payment Date”
4.16

“Covenant Defeasance”
8.03

“Default Direction”
6.01

“Directing Holder”
6.01

“DTC”
2.03

“Excess Proceeds”
4.11

“Guaranteed Indebtedness”
4.17

“incur”
4.10

“Legal Defeasance”
8.02

“Noteholder Direction”
6.01

“Offer Amount”
3.09

“Offer Period”
3.09

“Paying Agent”
2.03

“Permitted Debt”
4.10

“Position Representation”
6.01

“Purchase Date”
3.09

“Registrar”
2.03

“Restricted Payments”
4.07

“Subsidiary Guarantee”
4.17

“Verification Covenant”
6.01

 

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Article 2

 

THE NOTES

 

With respect to the Notes only, Article 2

of the Base Indenture is hereby replaced with the following:

 

Section 2.01            Form and

Dating .

 

(a)            General .

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of (i) in the case of the 2033

Notes, Exhibit A-1 and (ii) in the case of the 2036 Notes, Exhibit A-2 hereto. The Notes may have notations,

legends or endorsements required by law, stock exchange rule or usage or this Supplemental Indenture. Each Note shall be dated the

date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

The terms and provisions contained in the Notes

shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Issuers and the Trustee, by their execution

and delivery of this Supplemental 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 Supplemental Indenture, the provisions of this Supplemental Indenture

shall govern and be controlling.

 

(b)            Global

Notes . Notes issued in global form shall be substantially in the form of (i) in the case of the 2033 Notes, Exhibit A-1 

and (ii) in the case of the 2036 Notes, Exhibit A-2 (including the Global Note Legend thereon and the “Schedule

of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form

of (i) in the case of the 2033 Notes, Exhibit A-1 and (ii) in the case of the 2036 Notes, Exhibit A-2 

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

Each Global Note shall represent such outstanding Notes as shall be specified therein and each shall provide that it shall represent 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 shall 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 2.06.

 

(c)            Form of

Initial Notes, Etc . All Initial Notes issued on the Issue Date are being or will be offered and sold by the Initial Purchasers only

(i) to persons reasonably believed to be QIBs (in which case they will be evidenced by one or more Rule 144A Global Notes) or

(ii) in reliance on Regulation S under the Securities Act (in which case they will be evidenced by one or more Regulation S Global

Notes).

 

(d)            Euroclear

and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms

and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer

Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream) shall

be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

 

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Section 2.02	           Execution

and Authentication .

 

Two Officers shall sign the Notes for each Issuer

by manual or facsimile signature.

 

If an Officer whose signature is on a Note no longer

holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

 

A Note shall not be valid until authenticated by

the manual or electronic signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note

has been authenticated under this Supplemental Indenture.

 

At any time and from time to time after the execution

and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication;

and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in

the case of the 2033 Notes, $1,750,000,000 and (b) in the case of the 2036 Notes, $1,250,000,000, (ii) Additional Notes from

time to time for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time

for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through

(iii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “ Authentication Order ”).

Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global

Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes

which may be authenticated and delivered under this Supplemental Indenture is unlimited.

 

The Initial Notes

of a series and the Additional Notes of such series shall be considered collectively as a single class for all purposes of this Supplemental

Indenture (unless specifically provided herein or the context otherwise requires), provided that any Additional Notes will

not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible

with the Initial Notes of the same series for U.S. federal income tax purposes. Holders of the Initial Notes of a series and the Additional

Notes of such series will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class,

and none of the Holders of the Initial Notes of a series or the Additional Notes of such series shall have the right to vote or consent

as a separate class on any matter to which such Holders are entitled to vote or consent.

 

On the Issue Date, the Issuers will issue Initial

Notes (a) in the case of the 2033 Notes, in $1,750,000,000 aggregate principal amount and (b) in the case of the 2036 Notes,

in $1,250,000,000 aggregate principal amount, in the form of one or more Rule 144A Global Notes and/or one or more Regulation S Global

Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration under the Securities

Act provided by Section 4(a)(2) thereunder or Rule 144A shall be issued as one or more Rule 144A Global Notes. Any

Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or more Regulation S Global Notes.

 

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The Trustee may appoint an authenticating agent

acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference

in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the

same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

 

Section 2.03            Registrar

and Paying Agent .

 

The Issuers shall maintain an office or agency

in the Borough of Manhattan, the City of New York, where Notes may be presented for registration of transfer or for exchange (“ Registrar ”)

and an office or agency where Notes may be presented for payment (“ Paying Agent ”). Until otherwise designated by the

Issuers, the Issuers’ office or agency in New York shall be the office of the Trustee maintained for such purpose. The Registrar

shall keep the Register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or

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

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

or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuers. The Issuers shall

enter into an appropriate agency agreement with any Agent not a party to this Supplemental Indenture. The Issuers shall notify the Trustee

in writing of the name and address of any Agent not a party to this Supplemental Indenture. The Company or any of its Subsidiaries may

act as Paying Agent or Registrar.

 

The Issuers initially appoint The Depository Trust

Company (“ DTC ”) to act as Depositary with respect to the Global Notes.

 

The Issuers initially appoint the Trustee to act

as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.

 

Section 2.04            Paying

Agent to Hold Money in Trust .

 

Principal of, premium, if any, and interest (including

Special Interest, if any) on the Notes will be payable at the office of the Paying Agent or, at the option of the Issuers, payment of

interest (including Special Interest, if any) may be made by check mailed to Holders at their respective addresses set forth in the Register;

provided , all payments of principal, premium, if any, and interest (including Special Interest, if any) with respect to the Notes

represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately

available funds to accounts specified by the Holder prior to 10:00 a.m., New York time, on each due date of the principal and interest

on any Note. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in

trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest

(including Special Interest, if any) on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment.

While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any

time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other

than an Issuer or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall

segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization

proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

 

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Section 2.05            Holder

Lists .

 

The Trustee shall preserve in as current a form

as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the

Registrar, the Issuers shall furnish to the Trustee at least seven 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.

 

Section 2.06            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 shall be exchanged by the Issuers for Definitive Notes

if:

 

(i)              the

Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is

no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers

within 120 days after the date of such notice from the Depositary;

 

(ii)             the

Issuers in their sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes

and deliver a written notice to such effect to the Trustee; or

 

(iii)            there

shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

 

Upon the occurrence of any of the preceding events

in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global

Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered

in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10,

shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note

other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as

provided in Section 2.06(b), (c) or (f).

 

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(b)            Transfer

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

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

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

by the Securities Act. Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, beneficial interests

in any Regulation S Global Notes may be held only through Euroclear or Clearstream unless transferred in accordance with Section 2.06(b)(iii)(A).

Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below,

as applicable, as well as one or more of the other following subparagraphs, as applicable:

 

(i)              Transfer

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

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

set forth in the Private Placement Legend. 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 described in this Section 2.06(b)(i).

 

(ii)             All

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

interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar

either:

 

(A)            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

 

(B)             instructions

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

or

 

(C)             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

 

(D)             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 (A) above.

 

- 37 -

 

 

Upon consummation of an Exchange Offer by the Issuers

in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied

upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests

in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global

Notes contained in this Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust

the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h).

 

(iii)            Transfer

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

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

with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

 

(A)            if

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

a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

 

(iv)           Transfer

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

interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note

or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange

or transfer complies with the requirements of Section 2.06(b)(ii) above and:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder of

the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the

applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant

Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             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 (1)(i) thereof; or

 

- 38 -

 

 

(2)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form

of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), 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 Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

If any such transfer is effected pursuant to subparagraph

(B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt

of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes

in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph

(B) or (D) above.

 

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.

 

(c)             Transfer

or Exchange of Beneficial Interests for Definitive Notes .

 

(i)              Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes . If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon 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)(i) thereof

( provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration

of the 40-day distribution compliance period set forth in Regulation S);

 

(B)            if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the

effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if

such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904

under the Securities Act, 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 Securities Act in accordance

with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (3)(i) thereof;

 

- 39 -

 

 

(E)             if

such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv) thereof,

if applicable;

 

(F)             if

such beneficial interest is being transferred to the Issuers, a certificate to the effect set forth in Exhibit B hereto, including

the certifications in item (3)(ii) thereof; or

 

(G)             if

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof,

 

the Trustee shall cause the aggregate principal amount of the applicable

Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate

and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued

in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such

name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar

through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes

to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted

Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions

on transfer contained therein.

 

(ii)             Beneficial

Interests in 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 if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder of

such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter

of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes

or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

- 40 -

 

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note

that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including

the certifications in item (1)(ii) thereof; or

 

(2)             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 Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder

in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), 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 Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

(iii)            Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any Holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who

takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii),

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h),

and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive

Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) 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 Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial

interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

 

- 41 -

 

 

(d)            Transfer

and Exchange of Definitive Notes for Beneficial Interests in Global Notes .

 

(i)              Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Restricted Definitive Note proposes to exchange

such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive 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)(ii) thereof;

 

(B)            if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if

such Restricted Definitive Note is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (2) thereof;

 

(D)            if

such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act

in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including

the certifications in item (3)(i) thereof;

 

(E)            if

such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv) thereof,

if applicable;

 

(F)             if

such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or

 

(G)            if

such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof,

 

the Trustee shall cancel the Restricted Definitive Note, increase or

cause to be increased the aggregate principal amount of, in the case of subparagraph (A) above, the appropriate Restricted Global

Note, in the case of subparagraph (B) above, the Rule 144A Global Note or, in the case of subparagraph (C) above, the Regulation

S Global Note.

 

(ii)             Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Restricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in

the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not

(1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who

is an affiliate (as defined in Rule 144) of the Issuers;

 

- 42 -

 

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate

from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iii) thereof; or

 

(2)             if

the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial

interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), 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 Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

Upon satisfaction of the conditions of any of the subparagraphs in

this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal

amount of the Unrestricted Global Note.

 

(iii)            Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof

in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,

the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount

of one of the Unrestricted Global Notes.

 

If any such exchange or transfer from a Definitive

Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted

Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02,

the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of

Definitive Notes so transferred.

 

- 43 -

 

 

(e)            Transfer

and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to

such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by

its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and

information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

 

(i)              Restricted

Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of

Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

 

(A)            if

the transfer will be made pursuant to Rule 144A under the 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

 

(C)            if

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel

required by item (3) thereof, if applicable.

 

(ii)             Restricted

Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in

the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not

(1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who

is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            any

such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

- 44 -

 

 

(C)            any

such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iv) thereof; or

 

(2)             if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

 

and, in each such case set forth in this

subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that

such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private

Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

(iii)            Unrestricted

Definitive Notes to Unrestricted Definitive Notes . A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who

takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar

shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

 

(f)             Exchange

Offer . Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and,

upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted

Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes

tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they

are not participating in a distribution of the relevant Exchange Notes and (z) they are not affiliates (as defined in Rule 144)

of the Issuers, and accepted for exchange in the relevant Exchange Offer and (ii) Definitive Notes in an aggregate principal amount

equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the relevant Exchange Offer. Concurrently with

the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced

accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of

Definitive Notes so accepted Definitive Notes in the appropriate principal amount.

 

- 45 -

 

 

(g)            Legends .

The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Supplemental Indenture unless

specifically stated otherwise in the applicable provisions of this Supplemental Indenture:

 

(i)              Private

Placement Legend.

 

(A)            Except

as permitted by subparagraph (B) below, each Restricted 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:

 

THE NOTE (OR ITS PREDECESSOR) EVIDENCED

HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN

THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED

THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A

THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD,

PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER

THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE

144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE

904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

(AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (II) TO THE ISSUERS OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR

(III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF

ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED

TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION

CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.

 

(B)            Notwithstanding

the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii),

(d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)

shall not bear the Private Placement Legend.

 

- 46 -

 

 

(ii)             Global

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

 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,

AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS

MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN

WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE

DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE

TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN

PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10004) (“DTC”), TO EACH ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON

IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

(iii)             Regulation

S Legend . Each Regulation S Global Note should bear a legend in substantially the following form:

 

THIS NOTE (OR ITS PREDECESSOR) WAS

ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT

TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED

ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

 

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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 shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if

any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a

beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall

be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the

Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery

thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement

shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

 

(i)             General

Provisions Relating to Transfers and Exchanges .

 

(i)              To

permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon the Issuers’ order or at the Registrar’s request.

 

(ii)             No

service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration

of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge

payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer

pursuant to Sections 2.10, 3.09, 4.11 and 4.16 hereof and Section 9.05 of the Base Indenture).

 

(iii)            The

Registrar shall 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.

 

(iv)            All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the

valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the

Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 

(v)             The

Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest

payment date.

 

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(vi)             Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

(including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall

be affected by notice to the contrary.

 

(vii)           The

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

 

(viii)          All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by facsimile.

 

(ix)             Each

Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or

assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal

or state securities law.

 

(x)              The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed

under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary Participants or Beneficial Owners of interests in any Global Note) other than to require delivery of such

certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms

of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements

hereof.

 

(xi)             Neither

the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

 

(xii)            Notwithstanding

anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall

not be deemed to be an incurrence of Indebtedness.

 

Section 2.07             Replacement

Notes .

 

If any mutilated Note is surrendered to the Trustee

or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall

issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements

are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment

of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of

them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

 

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Every replacement Note is an additional legally

binding obligation of the Issuers and shall be entitled to all of the benefits of this Supplemental Indenture equally and proportionately

with all other Notes duly issued hereunder.

 

Section 2.08             Outstanding

Notes.

 

The Notes outstanding at any time are all the

Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest

in a Global Note effected by the Trustee in accordance with the provisions of this Supplemental Indenture, and those described in this

Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company

or an Affiliate of the Company holds the Note.

 

If a Note is replaced pursuant to Section 2.07,

it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

 

If the principal amount of any Note is considered

paid under Section 4.01 of the Base Indenture, it ceases to be outstanding and interest on it ceases to accrue.

 

If the Paying Agent (other than an Issuer, a Subsidiary

or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then

on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

 

Section 2.09             Treasury

Notes.

 

In determining whether the Holders of the required

principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or

indirectly controlled by or under direct or indirect common control with the Issuers, shall be considered as though not outstanding,

except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,

only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

 

Section 2.10             Temporary

Notes.

 

Until certificates representing Notes are ready

for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary

Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary

Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall

authenticate Definitive Notes in exchange for temporary Notes.

 

Holders of temporary Notes shall be entitled to

all of the benefits of this Supplemental Indenture.

 

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Section 2.11             Cancellation.

 

The Issuers at any time may deliver Notes to the

Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration

of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange,

payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Issuers may not issue new

Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

 

Section 2.12             Defaulted

Interest.

 

If the Issuers default in a payment of interest

(including Special Interest, if any) on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent

lawful, interest payable on the defaulted interest, which interest on defaulted interest shall accrue until the defaulted interest is

deemed paid hereunder, 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 of the Base Indenture. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed

to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date

and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such

defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee

in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that states the special record date,

the related payment date and the amount of such interest to be paid.

 

Section 2.13             CUSIP

Numbers.

 

The Issuers in issuing the Notes may use “CUSIP”

numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience

to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either

as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification

numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers

will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

 

Article 3

 

REDEMPTION AND PREPAYMENT

 

With respect to the Notes only, Article 3

of the Base Indenture is hereby replaced with the following:

 

Section 3.01             Notices

to Trustee.

 

If the Issuers elect to redeem Notes pursuant

to the optional redemption provisions of Section 3.07, it shall furnish to the Trustee, at least 10 days but not more than 60 days

before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Supplemental Indenture pursuant to

which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the

redemption price.

 

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Section 3.02             Selection

of Notes to Be Redeemed.

 

If less than all

of the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected for redemption on a pro rata basis,

or if the Notes are held in global form, the Notes shall be selected for redemption by the Depositary in accordance with its applicable

procedures.

 

In the event of partial redemption, the particular

Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption

date by the Trustee from the outstanding Notes not previously called for redemption.

 

The Trustee shall promptly notify the Issuers

in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof

to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except

that if all of a Holder’s Notes are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple

of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental Indenture that apply to Notes

called for redemption also apply to portions of Notes called for redemption.

 

Section 3.03             Notice

of Redemption.

 

Subject to the provisions of Section 3.09,

at least 10 days but not more than 60 days before a redemption date, the Issuers shall transmit or cause to be transmitted, a notice

of redemption to each Holder whose Notes are to be redeemed at its registered address.

 

The notice shall identify the Notes to be redeemed

and shall state:

 

(a)            the

redemption date;

 

(b)            the

redemption price;

 

(c)            if

any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption

date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation

of the original Note;

 

(d)            the

name and address of the Paying Agent;

 

(e)            that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 

(f)             that,

unless the Issuers default in making such redemption payment, interest on Notes called for redemption and redeemed ceases to accrue on

and after the redemption date;

 

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(g)            the

paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption are being

redeemed;

 

(h)            that

no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes;

and

 

(i)             any

conditions to the Issuers’ obligations to redeem the Notes as contemplated by Section 3.04.

 

At the Issuers’ request, the Trustee shall

give the notice of redemption in the Issuers’ name and at its expense; provided , however , that the Issuers shall

have delivered to the Trustee, at least 5 days prior to the notice date (or such shorter period as to which the Trustee may agree in

its sole discretion), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to

be stated in such notice as provided in the preceding paragraph.

 

Section 3.04             Effect

of Notice of Redemption.

 

Once notice of redemption is transmitted in accordance

with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price;

provided notice of any redemption may, at the Issuers’ discretion, be given prior to the completion of a transaction or

event (including an Equity Offering, other offering, issuance of Indebtedness, Change of Control or other transaction or event) and any

redemption notice (including the amount of Notes redeemed and conditions precedent applicable to different amounts of Notes redeemed)

may, in the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the

related transaction or event. Any such redemption may be partial as a result of only some of the conditions being satisfied.

 

If such redemption is subject to satisfaction

of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed

until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic

transmission) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption

may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived

by the Issuers in their sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Issuers may provide

in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption

may be performed by another Person.

 

Section 3.05             Deposit

of Redemption Price.

 

At or prior to 10:00 a.m., New York City time,

on the redemption date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price

of and accrued interest (including Special Interest, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent

shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts

necessary to pay the redemption price of, and accrued interest (including Special Interest, if any) on, all Notes to be redeemed.

 

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If the Issuers comply with the provisions of the

preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for

redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any

accrued and unpaid interest (including Special 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 surrender for redemption because

of the failure of the Issuers to comply with the preceding paragraph, interest (including Special Interest, if any) shall be paid on

the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such

unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 of the Base Indenture.

 

Section 3.06             Notes

Redeemed in Part.

 

No Notes of $2,000 principal amount or less shall

be redeemed in part. Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon the Issuers’ written

request, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed

portion of the Note surrendered.

 

Section 3.07             Optional

Redemption.

 

(a)            Except

as set forth in Sections 3.07(b), (c) and (d),

 

(i)              the

Issuers shall not have the option to redeem the 2033 Notes pursuant to this Section 3.07 prior to February 1, 2029. The Issuers

shall have the option to redeem the 2033 Notes, from and after February 1, 2029, in whole or in part, upon not less than 10 nor

more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the 2033 Notes) set forth

below plus accrued and unpaid interest thereon and Special Interest, if any, to but excluding the applicable redemption date, if redeemed

during the twelve-month period beginning on February 1 of the years indicated below:

 

Year    
Percentage  

2029    
  103.500 %

2030    
  101.750 %

2031 and thereafter    
  100.000 %

 

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(ii)             the

Issuers shall not have the option to redeem the 2036 Notes pursuant to this Section 3.07 prior to February 1, 2031. The Issuers

shall have the option to redeem the 2036 Notes, from and after February 1, 2031, in whole or in part, upon not less than 10 nor

more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the 2036 Notes) set forth

below plus accrued and unpaid interest thereon and Special Interest, if any, to but excluding the applicable redemption date, if redeemed

during the twelve-month period beginning on February 1 of the years indicated below:

 

Year    
Percentage  

2031    
  103.688 %

2032    
  102.458 %

2033    
  101.229 %

2034

and thereafter    
  100.000 %

 

(b)            At

any time prior to February 1, 2029, the Issuers may on any one or more occasions, (x) redeem up to 40% of the aggregate principal

amount of the 2033 Notes (including the principal amount of any Additional Notes) at a redemption price of 107.000% of the principal

amount thereof plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one

or more Equity Offerings and (y) redeem up to 40% of the aggregate principal amount of the 2036 Notes (including the principal amount

of any Additional Notes) at a redemption price of 107.375% of the principal amount thereof plus accrued and unpaid interest and Special

Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; in each case, provided that:

 

(i)              at

least 50% of the original aggregate principal amount of the then-outstanding Notes of a series (including Additional Notes of such series

but excluding Notes of such series held by the Issuers or any of their Restricted Subsidiaries) remain outstanding immediately after

the occurrence of such redemption, unless all such Notes of such series are redeemed substantially concurrently; and

 

(ii)             the

redemption must occur within 180 days of the date of the closing of such Equity Offering.

 

(c)            At

any time and from time to time prior to February 1, 2029, the Issuers may redeem outstanding 2033 Notes, in whole or in part, at

a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any,

on such 2033 Notes to the redemption date plus the Make-Whole Premium. At any time and from time to time prior to February 1,

2031, the Issuers may redeem outstanding 2036 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount

thereof plus accrued and unpaid interest and Special Interest, if any, on such 2036 Notes to the redemption date plus the

Make-Whole Premium. The Trustee shall have no responsibility for calculating the Make-Whole Premium.

 

(d)            Notwithstanding

the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders

of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes

in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes

validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more

than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes of such series that remain

outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus,

to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date

of such redemption.

 

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Any redemption pursuant to this Section 3.07

shall be made pursuant to the provisions of Section 3.01 through 3.06.

 

Section 3.08             Mandatory

Redemption .

 

Except as otherwise provided in Section 4.11

or Section 4.16 below, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

 

Section 3.09             Offer

to Purchase by Application of Excess Proceeds .

 

In the event that the Issuers shall be required

to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “ Asset Sale Offer ”), they

shall follow the procedures specified below.

 

The Asset Sale Offer shall remain open for a period

of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law

(the “ Offer Period ”). No later than five Business Days after the termination of the Offer Period (the “ Purchase

Date ”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the

“ Offer Amount ”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale

Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default

in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase

Date.

 

If the Purchase Date is on or after an interest

record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose

name a Note is registered at the close of business on such record date, and no Special Interest shall be payable to Holders who tender

Notes pursuant to the Asset Sale Offer.

 

Upon the commencement of an Asset Sale Offer the

Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall

contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale

Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

 

(a)            that

the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer

shall remain open;

 

(b)            the

Offer Amount, the purchase price and the Purchase Date;

 

(c)            that

any Note not tendered or accepted for payment shall continue to accrue interest;

 

(d)            that,

unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue

interest after the Purchase Date;

 

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(e)             that

Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations

of $2,000 and in multiple integrals of $1,000 in excess thereof only;

 

(f)             that

Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled

“Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer the Note by book-entry transfer, to

the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date;

 

(g)            that

Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives,

not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal

amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

 

(h)            that,

if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be

purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum

denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and

 

(i)             that

Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the

Notes surrendered (or transferred by book-entry transfer).

 

On or before the Purchase Date, the Issuers shall,

to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof

tendered pursuant to the Asset Sale Offer or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to

the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance

with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in

any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price

of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the

Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount

equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers

to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

 

Other than as specifically provided in this Section 3.09,

any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

 

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Article 4

 

COVENANTS

 

With respect to the Notes only, each Issuer hereby

agrees to expressly subject itself to the provisions of Article 4 of the Base Indenture and the following Sections 4.03 through

4.19 are hereby added to Article 4 of the Base Indenture:

 

Section 4.03             Reports .

 

Whether or not required by the Commission, so

long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission’s

rules and regulations:

 

(1)            all

quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K

if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial

statements of the Company by its independent public accountants; and

 

(2)            all

current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports.

 

If the Company has designated any of its Subsidiaries

as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a

reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s

Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the

Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries

of the Company. Such information may be provided by the Issuers in filings with the Securities and Exchange Commission, which filing

shall satisfy the obligations set forth above, provided that this requirement shall only apply if Consolidated EBITDA from all

Unrestricted Subsidiaries in the previous fiscal year was greater than 10% of the Company’s Consolidated EBITDA for such fiscal

year.

 

Notwithstanding anything to the contrary set forth

above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or

indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares),

if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting

power rather than the number of shares) has furnished Holders the reports described in the preceding paragraphs with respect to such

Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured

by voting power rather than the number of shares) (including any summarized financial information required by Regulation S-X relating

to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Such information may

be provided by a Parent in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth

in this paragraph.

 

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Delivery of such reports, information and documents

to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of

any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any

of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

 

Section 4.04             Compliance

Certificate .

 

(a)            The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’

Certificate stating that a review of the activities of the Issuers and their Subsidiaries during the preceding fiscal year have been

made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and

fulfilled their obligations under this Supplemental Indenture and the Base Indenture, and further stating, as to each such Officer

signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and

every covenant contained in this Supplemental Indenture and are not in default in the performance or observance of any of the terms,

provisions and conditions of this Supplemental Indenture (or, if a Default or Event of Default shall have occurred, describing all

such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take

with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which

payments on account of the principal of or interest, if any (including Special Interest, if any), on the Notes is prohibited or if

such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect

thereto.

 

(b)           The

Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any

Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are

taking or propose to take with respect thereto.

 

Section 4.05             Taxes .

 

The Company shall pay, and shall cause each of

its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested

in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to Holders.

 

Section 4.06             Stay,

Extension and Usury Laws .

 

Each of the Issuers covenants (to the extent that

it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage

of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance

of this Supplemental Indenture; and each of the Issuers (to the extent that it may lawfully do so) hereby expressly waives all benefit

or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any

power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

 

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Section 4.07             Restricted

Payments .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly:

 

(a)           declare

or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’ Equity Interests

(including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted

Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests

in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other than Disqualified

Stock) of the Company or (y) in the case of the Company and its Restricted Subsidiaries, to the Company or a Restricted Subsidiary

thereof);

 

(b)           purchase,

redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving

the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or any direct or indirect Parent of the Company

or any Restricted Subsidiary of the Company (other than, in the case of the Company and its Restricted Subsidiaries, any such Equity

Interests owned by the Company or any of its Restricted Subsidiaries); or

 

(c)           make

any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of the Company

(other than intercompany Indebtedness among the Company and its Restricted Subsidiaries that is permitted to be incurred under this Supplemental

Indenture) that is subordinated to the Notes, except a payment of interest or principal at the Stated Maturity thereof (all such payments

and other actions set forth in clauses (a) through (c) above being collectively referred to as “ Restricted Payments ”),

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

 

(1)            no

Default or Event of Default under this Indenture shall have occurred and be continuing or would occur as a consequence thereof;

 

(2)             the

Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment

had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10; and

 

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(3)             such

Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries

from and after April 1, 2010 (excluding Restricted Payments permitted by clauses (2) through (18) of the next succeeding paragraph

and made on or after April 1, 2010), shall not exceed, at the date of determination, the sum of:

 

(a)             an

amount equal to 100% of the Consolidated EBITDA of the Company for the period beginning on the first day of the fiscal quarter commencing

April 1, 2010 to the end of the Company’s most recently ended full fiscal quarter for which internal financial statements

are available, taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense of the Company

for such period, plus

 

(b)             an

amount equal to 100% of Capital Stock Sale Proceeds (reduced for purpose of this clause (b) by (A) any amount of such Capital

Stock Sale Proceeds (i) used in connection with an Investment made on or after the Issue Date pursuant to clause (5) of the

definition of “Permitted Investments,” (ii) applied to make a Restricted Payment pursuant to clause (2) or sub-clause

(y)(2) of clause (9) or clause (14) below, or (iii) relied upon for purposes of incurring Contribution Indebtedness and

(B) the amount of Restricted Payments made pursuant to sub-clause (A)(i), (B) or (C) of clause (8) and sub-clause

(y)(1) of clause (9) below, in each case, by an amount not to exceed the amount of Capital Stock Sale Proceeds from any Charter

Subsidiary Refinancing Indebtedness or Charter Parent Refinancing Indebtedness), plus

 

(c)            $2.0

billion.

 

The preceding provisions shall not prohibit:

 

(1)            the

payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied

with the provisions of this Supplemental Indenture;

 

(2)            the

redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company in exchange for,

or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of

the Company (other than Disqualified Stock);

 

(3)            the

defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any of its Restricted Subsidiaries

with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

 

(4)            the

payment of any dividend or other distribution, which need not be pro rata, to the extent necessary to permit direct or indirect Beneficial

Owners of shares of Capital Stock of the Company to pay federal, state or local income tax liabilities that would arise solely from income

of the Company or any of its Restricted Subsidiaries, as the case may be, for the relevant taxable period being attributable to them;

 

(5)            the

payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

 

(6)            the

repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary

to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of the Company or a Parent

of the Company held by any member of the Company’s or such Parent’s management pursuant to any management equity subscription

agreement or stock option agreement entered into in accordance with the policies of the Company or any Parent; provided that the

aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed the greater of $100.0

million and 1.0% of LTM EBITDA in any fiscal year of the Issuers (with unused amounts in any fiscal year being carried over to the next

two succeeding fiscal years);

 

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(7)            payment

of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25%

of the transaction value of such acquisition, merger or similar transaction;

 

(8)            (A) additional

Restricted Payments directly or indirectly to any Parent (i) for the purpose of enabling any Parent to pay interest when due on

Indebtedness under any Charter Parent Refinancing Indebtedness or (ii) so long as no Default has occurred and is continuing and

the Company would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto as if

such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10, consisting of dividends or distributions to

the extent required to enable any Parent to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for

value Indebtedness under any Charter Parent Refinancing Indebtedness (including any expenses and fees incurred by any Parent in connection

therewith); (B) so long as no Default has occurred and is continuing, Restricted Payments used to defease, redeem, repurchase, prepay,

repay, discharge or otherwise acquire or retire for value Indebtedness under any Charter Parent Refinancing Indebtedness or consisting

of purchases, redemptions or other acquisitions by the Company or its Restricted Subsidiaries of Indebtedness under any Charter Parent

Refinancing Indebtedness (including any expenses and fees incurred by the Company and its Restricted Subsidiaries in connection therewith)

and the distribution, loan or investment to any Parent of Indebtedness so purchased, redeemed or acquired; or (C) Restricted Payments

for the purpose of enabling any Parent to (i) pay interest when due on Indebtedness under any Charter Subsidiary Refinancing Indebtedness

or (ii) to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for value Indebtedness under any

Charter Subsidiary Refinancing Indebtedness (including any expenses and fees incurred by the Company and its Restricted Subsidiaries

in connection therewith);

 

(9)            Restricted

Payments directly or indirectly to any Parent regardless of whether a Default exists (other than an Event of Default under paragraph

(1), (2), (7) or (8) of Section 6.01), for the purpose of enabling such Person (A) to pay interest on and (B) so

long as the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted

Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10 to defease, redeem, repurchase, prepay, repay,

discharge or otherwise acquire or retire, in each case, Indebtedness of such Parent (x) which is not held by another Parent

and (y) to the extent that the net cash proceeds of such Indebtedness are or were used for the (1) payment of interest or principal

(or premium) on any Indebtedness of a Parent (including (A) by way of a tender, redemption or prepayment of such Indebtedness and

(B) amounts set aside to prefund any such payment), (2) direct or indirect (including by way of a contribution of property

and/or assets purchased with such net cash proceeds) Investment in the Company or any of its Restricted Subsidiaries or (3) payment

of amounts that would be permitted to be paid by way of a Restricted Payment under clause (10) immediately below (including the

expenses of any exchange transaction);

 

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(10)           Restricted

Payments directly or indirectly to any Parent of (A) attorneys’ fees, investment banking fees, accountants’ fees, underwriting

discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in connection with Credit

Facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity Interests or Indebtedness,

or any exchange of securities or tender for outstanding debt securities, or (B) the costs and expenses of any offer to exchange

privately placed securities in respect of the foregoing for publicly registered securities or any similar concept having a comparable

purpose;

 

(11)           the

redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or Indebtedness of the Issuers or any

Equity Interests of any direct or indirect parent of the Company, in exchange for, or out of the proceeds of the substantially concurrent

sale (other than to an Issuer or a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent of the

Company (in each case, other than any Disqualified Stock);

 

(12)           the

declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuers or any Restricted Subsidiary

issued in accordance with Section 4.10;

 

(13)           so

long as no Default has occurred and is continuing, other Restricted Payments in an aggregate amount outstanding taken together with all

other Restricted Payments made pursuant to this clause (13) not to exceed $100.0 million outstanding at any one time;

 

(14)         

 Restricted Payments to pay all or a portion of the consideration payable for any Investment that would have been permitted to

be made by the Issuers under this Indenture including, without limitation, the true up payments pursuant to the Bright House

Acquisition Agreement; provided that the assets or Equity Interests acquired in such Investment (to the extent of amounts

distributed by the Issuers to make such Investment) are promptly contributed to the capital of the Company;

 

(15)           so

long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Restricted Payments; provided 

that the Leverage Ratio, after giving pro forma effect to such Restricted Payment, is less than or equal to 3.50 to 1.00;

 

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(16)          any

distributions to any Parent to permit such Parent to pay (i) attorneys’ fees, investment banking fees, accountants’

fees, underwriting discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in

connection with credit facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity Interests

or Indebtedness, any exchange of securities or a tender for outstanding debt securities or any actual or proposed Investment, (ii) the

costs and expenses of any offer to exchange privately placed securities in respect of the foregoing for publicly registered securities

or any similar concept having a comparable purpose or (iii) other administrative expenses (including legal, accounting, other professional

fees and costs, printing and other such fees and expenses) incurred in the ordinary course of business, in an aggregate amount in the

case of this clause (iii) not to exceed $5.0 million in any fiscal year;

 

(17)           Restricted

Payments in an aggregate amount not to exceed an amount equal to the sum of Total Leverage Excess Proceeds and Declined Excess Proceeds

that has not been used to make any Investments pursuant to clause (21) of the definition of “Permitted Investments;” and

 

(18)          distributions

or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization

Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Permitted Securitization Financing.

 

For purposes of determining compliance with this

Section 4.07, in the event that a Restricted Payment, when made, met the criteria of more than one of the categories described in

clauses (1) through (18) above, or was permitted pursuant to the first paragraph of this Section 4.07, the Issuers will be

entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment

(or portion thereof) in any manner that complies with this Section 4.07.

 

For the avoidance of doubt, this Section 4.07

shall not restrict the making of, or dividends or other distributions in amounts sufficient to make, any “AHYDO catch-up payment”

with respect to any Indebtedness of any Parent, the Issuers or any of their Restricted Subsidiaries, so long as such dividends and distributions

do not exceed the amount of proceeds received by the Parent, the Issuers or any of their Restricted Subsidiaries from such Indebtedness.

 

Section 4.08             Investments .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly:

 

(1)              make

any Restricted Investment; or

 

(2)     

        allow any of its Restricted Subsidiaries to become an Unrestricted

Subsidiary,

 

unless:

 

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(a)      

      in each case, no Default or Event of Default shall have occurred and be continuing or

would occur as a consequence thereof; and

 

(b)              in

the case of a Restricted Investment only, the Company would, at the time of, and after giving effect to, such Restricted Investment,

have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph

of Section 4.10.

 

An Unrestricted Subsidiary may be redesignated

as a Restricted Subsidiary if such redesignation would not cause a Default.

 

For purposes of determining compliance with this

Section 4.08, (i) in the event that an Investment, when made, met the criteria above or was a Permitted Investment, the Issuers

will be entitled to classify such Investment (or portion thereof) on the date of its payment or later reclassify such Investment (or

portion thereof) (A) as a Permitted Investment or (B) in any manner that complies with this Section 4.08; and (ii) any

Investment made pursuant to any requirement in any agreement may be deemed by the Issuers to have been made when the agreement was entered

into.

 

Section 4.09             Dividend

and Other Payment Restrictions Affecting Subsidiaries .

 

The Company shall not, directly or indirectly,

create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other

than any Restricted Subsidiaries that guarantee the Notes) to:

 

(a)            pay

dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect

to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted

Subsidiaries; or

 

(b)             make

loans or advances to the Company or any of its Restricted Subsidiaries;

 

provided that

(x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions

being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances

made to the Issuers or any Restricted Subsidiary to other Indebtedness incurred by the Issuers or any Restricted Subsidiary shall not

be deemed to constitute such an encumbrance or restriction.

 

However, the preceding restrictions shall not

apply to encumbrances or restrictions existing under or by reason of:

 

(1)             Existing

Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and

any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided 

that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no

more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive

Existing Indebtedness, as in effect on the Issue Date;

 

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(2)            this

Supplemental Indenture and the Notes;

 

(3)            applicable

law, rule, regulation or order (including, for the avoidance of doubt, in connection with grants or subsidies from governmental authorities);

 

(4)            any

instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect

at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition),

which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or

the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted

by the terms of this Supplemental Indenture to be incurred;

 

(5)            customary

non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business

or consistent with past practices;

 

(6)            purchase

money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the

nature described in clause (c) of the preceding paragraph;

 

(7)            any

agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted

Subsidiary pending its sale or other disposition;

 

(8)            Permitted

Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness

are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

 

(9)            Liens

securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company

or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

 

(10)          provisions

with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;

 

(11)          restrictions

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

 

(12)          restrictions

contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no

more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities

as in effect on the Issue Date;

 

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(13)          restrictions

that either (x) are not materially more restrictive, taken as a whole, than customary provisions in comparable financings or (y) the

management of the Company determines will not materially impair the Issuers’ ability to make payments as required under the Notes;

 

(14)          restrictions

created in connection with any Permitted Securitization Financing that, in the good faith determination of the Company, are necessary

or advisable to effect such Securitization Facility; and

 

(15)          any

encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements

or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that

such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the

good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions

than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

 

Section 4.10             Incurrence

of Indebtedness and Issuance of Preferred Stock .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly

liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including, for the avoidance

of doubt, Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries

to issue any shares of Disqualified Stock or Preferred Stock, provided that the Company or any of its Restricted Subsidiaries

may incur Indebtedness (including, for the avoidance of doubt, Acquired Debt) or the Company may issue Disqualified Stock and Restricted

Subsidiaries may issue Preferred Stock if the Leverage Ratio of the Company and its Restricted Subsidiaries would have been not greater

than 6.0 to 1.0 and in each case, determined on the date of such incurrence and on a pro forma basis (including a pro forma 

application of the net proceeds thereof), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred

Stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter.

 

The first paragraph of this Section 4.10

shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

 

(1)            the

incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate

principal amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (1) for all Credit

Facilities of the Company and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to the

greater of (x) $6.0 billion and (y) 6.00% of Consolidated Net Tangible Assets (measured at the time of incurrence of any Indebtedness

pursuant to this clause (1)) at any one time outstanding;

 

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(2)            the

incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (including Indebtedness outstanding under Credit Facilities

on the Issue Date);

 

(3)            the

incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by the Initial Notes (and any Exchange Notes in

respect thereof);

 

(4)            the

incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings

or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction

or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation,

improvement, and migration) of Productive Assets of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount

not to exceed the greater of (i) $1.5 billion and (ii) 5.0% of Consolidated Net Tangible Assets at any time outstanding pursuant

to this clause (4);

 

(5)            the

incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds

of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that

was permitted by this Supplemental Indenture to be incurred under this clause (5), the first paragraph of this Section 4.10 or clause

(2), (3), (9) or (12) of this second paragraph;

 

(6)            the

incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of

its Restricted Subsidiaries; provided that:

 

(a)            if

the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash

of all Obligations with respect to the Notes; and

 

(b)            (i) any

subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company

or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the

Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was

not permitted by this clause (6);

 

(7)            the

incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);

 

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(8)            the

guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that was permitted

to be incurred by another provision of this Section 4.10;

 

(9)            Acquired

Debt or Disqualified Stock of a Person that becomes, or is merged into, a Restricted Subsidiary or any Issuer (including designating

an Unrestricted Subsidiary as a Restricted Subsidiary); provided , however , that after giving pro forma effect thereto

as if such acquisition or merger or designation had been made at the beginning of the applicable quarter period, the Leverage Ratio of

the Company and its Restricted Subsidiaries is equal to or less than immediately prior to such transaction;

 

(10)          the

incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or Preferred Stock in

an aggregate principal amount at any time outstanding under this clause (10), not to exceed the greater of (i) $1.5 billion and

(ii) 5.0% of Consolidated Net Tangible Assets;

 

(11)          the

accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting;

 

(12)          Contribution

Indebtedness;

 

(13)          Indebtedness

arising from agreements of any Issuer or a Restricted Subsidiary providing for guarantees, indemnification, obligations in respect of

earn-outs, deferred purchase price or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred

or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary or Investment, other than Guarantees

of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing

such acquisition;

 

(14)          Indebtedness

from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in

the ordinary course of business; provided that such Indebtedness is extinguished within 10 business days of its incurrence; and

 

(15)          Indebtedness

in respect of any Permitted Securitization Financing.

 

In the event that an item of Indebtedness, Disqualified

Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt, Disqualified

Stock or Preferred Stock described in clauses (1) through (15) of the second paragraph of this Section 4.10 or is entitled

to be incurred pursuant to the first paragraph of this Section 4.10, the Issuers, in their sole discretion, may classify or reclassify

such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount

and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or the first paragraph of this Section 4.10.

Additionally, all or any portion of any item of Indebtedness, Disqualified Stock or Preferred Stock may later be reclassified as having

been incurred pursuant to any category of Permitted Debt described in clauses (1) through (15) above or pursuant to the first paragraph

of this Section 4.10 so long as such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred pursuant to

such provision at the time of reclassification. At the time of incurrence, the Issuers will be entitled to divide and classify an item

of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred

Stock described above in this Section 4.10. Any fees and expenses (including any premium and defeasance costs) incurred in connection

with the replacement, refinancing, restructuring, extension or renewal of Indebtedness, Disqualified Stock, or Preferred Stock shall

not be deemed to constitute Indebtedness, Disqualified Stock, or Preferred Stock for purposes of calculating the aggregate amount of

Indebtedness that may be incurred upon such replacement, refinancing, restructuring, extension or renewal. In addition, an increase in

the amount of Indebtedness, Disqualified Stock, or Preferred Stock in connection with any accrual of interest , including if paid in

kind, or accretion of accreted value shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for

purposes of the Indenture.

 

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Section 4.11             Limitation

on Asset Sales .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 

(1)             the

Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility

for, any liability, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value (for the avoidance

of doubt to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold

or otherwise disposed of;

 

(2)            such

fair market value is determined by the Board of Directors of the Company; and

 

(3)            at

least 75% of the consideration from such Asset Sale, together with all other Asset Sales since the Issue Date on a cumulative basis (including

by way of relief from, or by any other Person assuming responsibility for, any liability, contingent or otherwise) received by the Company

or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.

 

For purposes of this Section 4.11, each of

the following shall be deemed to be cash:

 

(a)             any

liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted

Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed

by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary

from further liability;

 

(b)             any

securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted

by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 180 days after receipt thereof (to the extent

of the cash, Cash Equivalents or readily marketable securities received in that conversion);

 

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(c)             Productive

Assets;

 

(d)             Indebtedness

of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, so long as the Company and each

Restricted Subsidiary, immediately after such sale, are released in connection with such Asset Sale from, or are not liable for, any

Guarantee of payment of such Indebtedness;

 

(e)      

       consideration consisting of Indebtedness of the Company or any Restricted

Subsidiary (other than subordinated Indebtedness) received after the Issue Date from a Person who is not the Company or any

Restricted Subsidiary; and

 

(f)             any

Designated Noncash Consideration received by the Issuers or any Restricted Subsidiary in such Asset Sale having an aggregate fair market

value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d) that is at that time

outstanding, not to exceed the greater of (i) $4.5 billion and (ii) 3.0% of Total Assets, with the fair market value of each

item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

 

Within 450 days after the receipt of any Net Proceeds

from an Asset Sale, the Company or a Restricted Subsidiary thereof may apply an amount equal to the Applicable Percentage of such Net

Proceeds (the “ Applicable Proceeds ”) at its option:

 

(1)     

        to repay or otherwise retire debt under the Credit Facilities or any other

secured Indebtedness of the Restricted Subsidiaries of the Company (other than Indebtedness represented solely by a guarantee of a

Restricted Subsidiary of the Company);

 

(2)       

      to repay or otherwise retire unsecured Indebtedness of the Company, so long as a pro rata

offer is made in accordance with the procedures set forth in the next paragraph to all holders of other unsecured Indebtedness

issued by the Company;

 

(3)       

      to invest in Productive Assets; provided that any such amount of Net Proceeds which

the Company or a Restricted Subsidiary thereof has committed to invest in Productive Assets within 450 days of the applicable Asset

Sale may be invested in Productive Assets within two years of such Asset Sale; or

 

(4)             any

combination of the foregoing;

 

provided that (1) pending

the final application of the amount of any such Applicable Proceeds pursuant to this Section 4.11, the Company or a Restricted Subsidiary

of the Company may apply such Applicable Proceeds temporarily to reduce Indebtedness (including under the Credit Facilities) or otherwise

apply such Applicable Proceeds in any manner not prohibited by the Indenture, and (2) the Company or a Restricted Subsidiary of

the Company, as the case may be, may elect to invest in Productive Assets prior to receiving the Applicable Proceeds attributable to

any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant

Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the

amount so invested to be applied pursuant to and in accordance with clause (3) above with respect to such Asset Sale.

 

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If, with respect to any Asset Sale, at the expiration

of the 450-day period with respect to such Asset Sale, there remains Applicable Proceeds in excess of the greater of $250.0 million and

1.0% of Consolidated Net Tangible Assets (such amount of Applicable Proceeds that are equal to the greater of $250.0 million and 1.0%

of Consolidated Net Tangible Assets, “ Excess Proceeds ”), the Company shall make an offer to all Holders (an “ Asset

Sale Offer ”) and all holders of other Indebtedness that is of equal priority with the Notes containing provisions requiring

offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Indebtedness

of equal priority that may be purchased out of the Excess Proceeds. For the avoidance of doubt, the Company may make an Asset Sale Offer

at any time within 450 days after the receipt of any Net Proceeds from an Asset Sale, and/or prior to an Asset Sale (subject to the occurrence

of an Asset Sale), or with respect to any Excess Proceeds. The offer price in any Asset Sale Offer shall be payable in cash and equal

to 100.0% of the principal amount of the subject Notes plus accrued and unpaid interest and Special Interest, if any, to the date of

purchase. If the aggregate principal amount of Notes and such other Indebtedness of equal priority tendered into such Asset Sale Offer

exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (on as nearly a pro rata basis as possible among the Notes

subject to DTC procedures) and such other Indebtedness of equal priority to be purchased on a pro rata basis.

 

If any Excess Proceeds remain after consummation

of an Asset Sale Offer (such remaining Excess Proceeds, “ Declined Excess Proceeds ”), then the Company or any Restricted

Subsidiary thereof may use such Declined Excess Proceeds for any purpose not otherwise prohibited by this Supplemental Indenture. Upon

completion of any Asset Sale Offer, the amount of Applicable Proceeds and Excess Proceeds shall be reset at zero.

 

In the event that the Company shall be required

to commence an offer to Holders to purchase Notes pursuant to this Section 4.11, it shall follow the procedures specified in Section 3.09.

 

Section 4.12             [Reserved] .

 

Section 4.13             Transactions

with Affiliates .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets

to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,

advance or guarantee with any Affiliate (each, an “ Affiliate Transaction ”), unless:

 

(1)             such

Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or the relevant Restricted

Subsidiary than those that could have been obtained in a comparable transaction (at the time thereof or execution of the agreement providing

for such transaction) by the Company or such Restricted Subsidiary with a Person who is not such an Affiliate; and

 

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(2)             with

respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received

by the Company or any such Restricted Subsidiary in excess of $250.0 million, the Company delivers to the Trustee a resolution of the

Board of Directors of the Company or Charter set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies

with this Section 4.13 and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors.

 

The following items shall not be deemed to be

Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:

 

(1)              any

existing employment agreement entered into by the Company or any of its Subsidiaries and any employment agreement entered into by the

Company or any of its Restricted Subsidiaries in the ordinary course of business;

 

(2)              transactions

between or among the Company and/or its Restricted Subsidiaries;

 

(3)              payment

of reasonable directors fees to Persons who are not otherwise Affiliates of the Company and customary indemnification and insurance arrangements

in favor of directors and officers, regardless of affiliation with the Company or any of its Restricted Subsidiaries;

 

(4)              payment

of Management Fees;

 

(5)              Restricted

Payments that are permitted by Section 4.07 and Restricted Investments that are permitted by Section 4.08;

 

(6)              Permitted

Investments;

 

(7)              transactions

pursuant to, and the performance of, agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently modified,

supplemented, or amended, to the extent that any such modifications, supplements or amendments complied with the applicable provisions

of the first paragraph of this Section 4.13;

 

(8)    

         the assignment and assumption of contracts (which contracts are

entered into prior to the Issue Date on an arms-length basis in the ordinary course of business of the relevant Parent), reasonably

related to the business of the Company and the assignment and assumption of which would not result in the incurrence of any

Indebtedness by the Company or any Restricted Subsidiary to a Restricted Subsidiary by a Parent;

 

(9)              transactions

with a Person that is an Affiliate solely as a result of the fact that the Company or a Restricted Subsidiary controls or otherwise owns

Equity Interests of such Person;

 

(10)          equity

contributions in, and the issuance of Equity Interests of, the Company;

 

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(11)          any

(x) purchases of any class of Indebtedness from, or lending of any class of Indebtedness to, the Company or any of its Restricted

Subsidiaries so long as the amount of Indebtedness of such class purchased or loaned by such Affiliates does not exceed 25% of the applicable

class of Indebtedness offered to non-Affiliate investors generally and (y) repurchases, redemptions or other retirements for value

by the Company or any of its Restricted Subsidiaries of Indebtedness of any class held by any Affiliate of the Company so long as such

repurchase, redemption or other retirement for value is on the same terms as are made available to investors holding such class of Indebtedness

generally and Affiliates hold no more than 25% of such class of Indebtedness; and

 

(12)           any

loans that satisfy Section 4.13(1) that are not otherwise prohibited under this Indenture.

 

For the avoidance of doubt and to the extent not

considered either a Restricted Payment, a Permitted Investment or a Restricted Investment otherwise permitted by Section 4.07 or

Section 4.08, as applicable, of this Indenture, CCO may designate pursuant to an Officers’ Certificate, consideration, or

portion thereof, paid to an Affiliate in any Affiliate Transaction as a Restricted Payment (and in such case such consideration, or portion

thereof, shall constitute a Restricted Payment for all purposes of this Indenture). In such case, (i) the transaction associated

with such consideration, or portion of such transaction associated with the consideration, so designated shall not constitute an Affiliate

Transaction and (ii) the consideration received by CCO or any Restricted Subsidiary directly associated with the consideration designated

as a Restricted Payment shall be deemed to be Capital Stock Sale Proceeds in an amount not greater than the amount of consideration designated

as a Restricted Payment.

 

Section 4.14             Liens .

 

The Company shall not, directly or indirectly,

create, incur or assume any Lien of any kind securing Indebtedness on any asset of the Company, whether owned on the Issue Date or thereafter

acquired, except Permitted Liens.

 

Section 4.15             Existence .

 

Subject to, and as permitted under, Article 5,

the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company

existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational

documents (as the same may be amended from time to time) of the Company or any such Subsidiary; provided , however , that

the Company shall not be required to preserve or keep the corporate, partnership or other existence of any of its Subsidiaries (other

than Capital Corp if the other Issuer is not then a corporation), if the Company shall determine that the preservation or keeping thereof

is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof

is not adverse in any material respect to the Company and its Restricted Subsidiaries, taken as a whole.

 

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Section 4.16             Repurchase

at the Option of Holders upon a Change of Control Triggering Event. If a Change of Control Triggering Event occurs, subject to certain

limitations described below in this Section 4.16, each Holder shall have the right to require the Issuers to repurchase all or any

part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a “Change of

Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal