TRONOX INCORPORATED AND EACH OF THE GUARANTORS PARTY HERETO 9.125% SENIOR SECURED NOTES DUE 2030

Exhibit 4.1

TRONOX INCORPORATED

AND EACH OF THE GUARANTORS PARTY HERETO

9.125% SENIOR SECURED NOTES DUE 2030

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Dated as of September 26, 2025

Wilmington Trust, National Association,

as Trustee and Collateral Agent

TABLE OF CONTENTS

EXHIBITS

INDENTURE dated as of September 26, 2025 among Tronox Incorporated, a Delaware corporation, as Issuer, each of the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee and collateral agent.

The Issuer, the Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9.125% Senior Secured Notes due 2030 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

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

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes.

“Adjusted Treasury Rate” means with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, plus 0.50%.

“affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“Agent” means any Registrar, co-registrar, Collateral Agent, Paying Agent or additional paying agent.

“Agreed Security Principles” means those certain agreed security principles set out in Exhibit E hereto.

“Applicable Collateral Agent” has the meaning assigned to such term in the Pari Passu Intercreditor Agreement.

“Applicable Premium” means in connection with the optional redemption of any Note on any date fixed for a redemption, as determined by Holdings, the greater of:

in each case, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate. The Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium.

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

“Attributable Debt” means, in the context of a Sale and Lease-Back Transaction, the amount that Holdings determines in good faith to be the present value, discounted at the interest rate implicit in the lease involved in such Sale and Lease-Back Transaction, of the lessee’s obligation under the lease for rental payments during the remaining term of such lease, as it may be extended. For purposes of this definition, any amounts lessee must pay, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts lessee must pay under the lease contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges are not included in the determination of lessee’s obligations under the lease.

“Australian PPS Law” means (a) the Personal Property Securities Act 2009 (Cth) of Australia and any regulation made at any time under the Personal Property Securities Act 2009 (Cth) of Australia, including the Personal Property Securities Regulations 2010 (Cth) of Australia (each as amended from time to time); and (b) any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in clause (a).

“Bank Product Obligations” means obligations under any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

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

“beneficial owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “beneficially owns,” “beneficially owned” and “beneficial ownership” have corresponding meanings.

“Board of Directors” means, with respect to any Person, the board of directors or board of managers or managing members, as the case may be, or any committee thereof duly authorized to act on behalf of such board, or the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Stock” means:

“CFC” means a Foreign Subsidiary treated as a “controlled foreign corporation” within the meaning of Section 957 of the Code that is owned by any Domestic Subsidiary of Holdings (other than the Issuer).

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

In addition, for the avoidance of doubt, transactions among Holdings and its Subsidiaries (other than transactions under clause (3) above) shall not constitute a “Change of Control” for purposes of this definition.

Notwithstanding the foregoing, a transaction in which the Issuer or a parent entity of the Issuer becomes a subsidiary of a Future Parent Entity shall not constitute a Change of Control if (a) the equityholders of the Issuer or such parent entity immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, at least a majority of the total voting power of the Voting Stock of the Issuer or such Future Parent Entity immediately following the consummation of such transaction, or (b) immediately following the consummation of such transaction, no Person, other than a Permitted Holder, the Future Parent Entity or any subsidiary of the Future Parent Entity, beneficially owns, directly or indirectly through one or more intermediaries, more than 50% of the voting power of the Voting Stock of the Issuer or the Future Parent Entity.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.

“Clearstream” means Clearstream Banking, S.A.

“Collateral” means all property subject or purported to be subject, from time to time, to a Lien under any Security Document, but excluding in each case any Excluded Assets and subject to the Agreed Security Principles and Section 12.01(d).

“Collateral Agent” means Wilmington Trust, National Association in its capacity as “Collateral Agent” under this Indenture and under the Security Documents and any successor thereto in such capacity.

“Commodity Agreement” means any commodity futures contract, commodity option or other similar agreement or arrangement entered into by Holdings or any of its Restricted Subsidiaries designed to protect Holdings or any of its Restricted Subsidiaries against fluctuations in the price of commodities actually at that time used in the ordinary course of business of Holdings or its Restricted Subsidiaries.

“Comparable Treasury Issue” means the United States Treasury Security with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of comparable market data)) most nearly equal to the period from the redemption date to September 30, 2027; provided that, if such period is less than one year, the United States Treasury Security with a constant maturity of one year will be used.

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

plus

less

in each case, as determined on a consolidated basis for Holdings and the Restricted Subsidiaries in accordance with GAAP and on a Pro Forma Basis; provided that:

“Consolidated First Lien Net Debt” means the amount of Consolidated Total Net Debt (x) in respect of the Notes and (y) that is secured by a Lien on any assets or property of Holdings and its Restricted Subsidiaries on an equal priority basis (but without regard to the control of remedies) with Liens securing the Notes Obligations (including, as of the date hereof, the Credit Facilities).

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

In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds received or, so long as Holdings has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), due from reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other investment or any disposition of any asset permitted hereunder.

“Consolidated Total Debt” means, as of any date of determination, the outstanding principal amount of all third party indebtedness for borrowed money (including purchase money indebtedness), unreimbursed drawings under letters of credit to the extent not reimbursed within one Business Day following the drawing thereof, Finance Lease Obligations and third party indebtedness obligations evidenced by bonds, debentures, notes or similar instruments, in each case of the Issuer and the Guarantors on such date, on a consolidated basis and determined in accordance with GAAP (but without giving effect to any election to value any such indebtedness at “fair value”, or any other accounting principle that results in any such indebtedness (other than zero coupon indebtedness) being reflected as an amount below the stated principal amount thereof and excluding, in any event, the effects of any discounting of indebtedness resulting from the application of acquisition method accounting in connection with any acquisition or other investment); provided that Permitted Receivables Financings and Non-Finance Lease Obligations shall not constitute indebtedness of the type included in the definition of Consolidated Total Debt.

“Consolidated Total Net Debt” means, as of any date of determination, (a) Consolidated Total Debt as of such date, minus (b) (x) the aggregate amount of unrestricted cash and cash equivalents owned by Holdings and the Restricted Subsidiaries, as reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP but without giving Pro Forma Effect to the receipt of the proceeds of any indebtedness that is incurred on such date and (y) cash and cash equivalents restricted in favor of the Credit Facilities (which may also include cash and cash equivalents securing other indebtedness permitted hereunder that is secured by a Lien).

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office” means the address of the Trustee or Collateral Agent, as applicable, specified in Section 13.02 hereof or such other address as to which the Trustee or Collateral Agent, as applicable, may give notice to the Issuer.

“Credit Agreement” means that certain Amended and Restated First Lien Credit Agreement, dated as of March 11, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Holdings, Tronox Finance LLC, a Delaware limited liability company as borrow, the lenders party thereto from time to time (the “Credit Facilities Lenders”) and HSBC Bank USA, National Association, as Administrative Agent and as Collateral Agent.

“Credit Facilities” means the Term Facilities and the Revolving Facility.

“Credit Facilities Agent” means HSBC Bank USA, National Association, as administrative agent under the Credit Agreement, and its successors and permitted assigns thereunder.

“Credit Facilities Collateral Agent” means HSBC Bank USA, National Association, as administrative agent under the Credit Agreement, and its successors and permitted assigns thereunder.

“Credit Facilities Loans” means any term loans or revolving loans made by the lenders under the Credit Facilities.

“Credit Facilities Obligations” means the Obligations of the Issuer and the Guarantors in respect of the Credit Facilities Loans, and all other “Secured Obligations” as defined in the Credit Agreement.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect Holdings or any Restricted Subsidiary of Holdings against fluctuations in currency values.

“DB LC Agreement” means that certain Uncommitted Continuing Agreement for Standby Letters of Credit, dated as of June 5, 2024, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Holdings, Tronox Limited, a public limited company incorporated in the Commonwealth of Australia, and Deutsche Bank AG New York Branch.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Equity Offering” means any sale of Capital Stock of Holdings or any capital contribution to the equity of Holdings from any Person other than a Subsidiary of Holdings.

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Excluded Assets” means the following:

Other assets shall be deemed to be “Excluded Assets” if the Credit Facilities Agent (acting solely on behalf of the Credit Facilities lenders) and the Issuer reasonably agree in writing that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the value of such assets as Collateral to the Credit Facilities Loan.

“Excluded Entity” means:

“Existing Unsecured Notes” means the $1,075 million aggregate principal amount of 4.625% Senior Notes due 2029 issued by the Issuer on March 15, 2021.

“Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person.

“Finance Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

“First Lien Net Leverage Ratio” means, as of any date, the ratio of Consolidated First Lien Net Debt as of such date to Consolidated EBITDA for the Test Period most recently ended on or prior to such date, calculated on a Pro Forma Basis.

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

“FSHCO” means any direct or indirect Domestic Subsidiary of Holdings (other than the Issuer) that has no material assets other than Capital Stock and debt, if any, in one or more direct or indirect Foreign Subsidiaries that are CFCs.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which were in effect as of the Issue Date; other than with respect to financial information contained in reports furnished to Holders of Notes under Section 4.03 hereunder, where GAAP will continue to mean as in effect from time to time; provided, further, that, at any time after the Issue Date, Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (an equivalent pronouncements) as in effect (except as otherwise provided for in this Indenture) on the date of such election; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the adoption of IFRS shall remain as previously calculated or determined.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1) or 2.06(d)(2) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Group” means Holdings and each of its Subsidiaries from time to time.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means Holdings and each of Holdings’ Subsidiaries that is either a borrower or guarantor under the Credit Facilities on the Issue Date, any other Subsidiary of Holdings that executes a Supplemental Indenture in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

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

“Holding Company” means each of Holdings, Tronox Investment Holdings Limited, a private limited company incorporated under the laws of England and Wales with registered number 11880284, and Tronox Limited (ACN 153 348 111), a public limited company incorporated in the Commonwealth of Australia.

“Holdings” means Tronox Holdings plc, or any successor obligor to its obligations under this Indenture and its Note Guarantee pursuant to Article 5 hereof.

“HSBC LC Agreement” means that certain Discretionary Demand Line of Credit, dated as of December 21, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and between Holdings and HSBC Bank USA, National Association.

“Immaterial Subsidiary” means any Restricted Subsidiary that is not a Material Subsidiary.

“incur” means to issue, assume, guarantee, incur or otherwise become liable for.

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

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

“Initial Notes” means the first $400.0 million in aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

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

“Issue Date” means the date on which Notes are first issued under this Indenture.

“Issuer” means Tronox Incorporated or any successor obligor to the obligations of Tronox Incorporated under this Indenture and the Notes pursuant to Article 5 hereof, as the case may be.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means a mortgage, deed of trust, security interest, pledge, encumbrance, assignment by way of security, hypothecation, “security interest” as defined in the Australian PPS Law, lien or charge of any kind and including the interest of a vendor or a lessor under any conditional sale, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means (i) any acquisition or other investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Material Adverse Effect” means, a circumstance or condition that would materially and adversely affect (in each case after taking into account all relevant factors or circumstances including any insurance, warranty, indemnity or other resources available to Holdings and its Restricted Subsidiaries or right of recourse against any third party with respect to the relevant circumstance or condition) (i) the business, assets, financial condition or results of operations and any obligation of any person in force to provide any equity investment in each case, of Holdings or the Issuer (as applicable) or Holdings and the Restricted Subsidiaries, taken as a whole, (ii) the ability of the Issuer and the Guarantors (taken as a whole) to perform their payment obligations under the applicable Notes Documents or (iii) the rights and remedies (taken as a whole) of the Trustee, the Collateral Agent and the Holders under the applicable Notes Documents.

“Material Real Property” means each parcel of real property and the improvements thereon (i) owned in fee by the Issuer or any Guarantor and subject to a Lien in favor of the Credit Facilities Collateral Agent as of the Issue Date or (ii) if acquired by the Issuer or any Guarantor after the Issue Date, having an individual fair market value of greater than $20,000,000 as determined on the date of acquisition (or the date of substantial completion of any material improvement thereon or new construction thereof).

“Material Subsidiary” means (a) each Restricted Subsidiary that, as of the last day of the fiscal quarter of Holdings’ most recently ended for which financial statements are available, had revenues or total assets (determined on a consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries) for such quarter in excess of 5.0% of the consolidated revenues or total assets, as applicable, of Holdings and the Restricted Subsidiaries for such quarter or that is designated by Holdings as a Material Subsidiary and (b) any Restricted Subsidiary that, taken together with other Restricted Subsidiaries that each would not have been a Material Subsidiary under clause (a) but that, taken together, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are available, had revenues or total assets (determined on a consolidated basis for all such Restricted Subsidiaries and their respective Restricted Subsidiaries) for such quarter in excess of 10.0% of the consolidated revenues or total assets, as applicable, of Holdings and the Restricted Subsidiaries for such quarter.

“Maturity Date” means the earlier of (i) September 30, 2030 (the “Scheduled Maturity Date”) or (ii) December 14, 2028 (the “Springing Maturity Date,” which is the 91^st day prior to the stated maturity date of the Existing Unsecured Notes (March 15, 2029)), if on such date the aggregate principal amount of Existing Unsecured Notes outstanding is greater than $250 million.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and its successors.

“Non-Finance Lease Obligation” means a lease obligation that is not required to be accounted for as a finance lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

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

“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes; provided, however, that Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes shall have a separate CUSIP, ISIN or other securities identification number from the Initial Notes.

“Notes Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Notes Documents” means this Indenture, the Notes (including any Additional Notes), the Note Guarantees, the Sixth Amended and Restated Intercompany Note and the Security Documents.

“Notes Obligations” means all Obligations owing pursuant to the Notes, this Indenture, the Note Guarantees and the other Notes Documents.

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

“Offering Circular” means the final offering circular dated as of September 15, 2025 related to the issuance of the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, any Director, any Manager, the Secretary or any Vice-President of such Person (or with respect to the Issuer or any Guarantor, an authorized signatory).

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or Holdings that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to Holdings, the Issuer or any Subsidiary of Holdings.

“Pari Passu Intercreditor Agreement” means that certain Amended and Restated First Lien Pari Passu Intercreditor Agreement, dated as of September 26, 2025, among the Collateral Agent, the Trustee, the Credit Facilities Collateral Agent, the other Pari Passu Lien Representatives party thereto, the other Collateral Agents party thereto, the Issuer and the Guarantors, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Pari Passu Lien Documents” means, collectively, (x) this Indenture, the Notes, the Security Documents, the Pari Passu Intercreditor Agreement, the Credit Facilities Loans, the HSBC LC Agreement, the DB LC Agreement, the Trade Facility Agreement and the Pari Passu Lien Security Documents, and (y) any other indenture, credit agreement or other agreement governing or evidencing any other Pari Passu Lien Obligations, provided, in the case of this clause (y), that (i) the indebtedness thereunder has been designated as Pari Passu Lien Obligations pursuant to and in accordance with the terms of the Pari Passu Intercreditor Agreement, (ii) such indebtedness was permitted to be incurred and secured pursuant to the terms of the Credit Facilities Loans, this Indenture and each of the other then existing Pari Passu Lien Documents and (iii) the applicable Pari Passu Lien Representative shall have joined the Pari Passu Intercreditor Agreement.

“Pari Passu Lien Obligations” means (i) the Notes Obligations, (ii) the Credit Facilities Obligations and (iii) all Obligations and other amounts owing to any other holder of Pari Passu Obligations pursuant to the terms of any other Pari Passu Lien Document (together, in each such case, with any secured ▇▇▇▇▇▇, cash management arrangements or similar permitted arrangements secured by the Pari Passu Lien Security Documents of the applicable series).

“Pari Passu Lien Representative” means (1) the Collateral Agent, in the case of the Notes, (2) the Credit Facilities Collateral Agent, in the case of the Credit Facilities Loans, (3) HSBC Bank USA, National Association, in the case of Obligations owing under the HSBC LC Agreement, (4) Deutsche Bank AG New York Branch, in the case of Obligations owing under the DB LC Agreement, (5) HSBC Bank Australia Limited, in the case of Obligations owing under the Trade Facility Agreement and (6) in the case of any other series of Pari Passu Lien Obligations, the trustee, agent or representative of the holders of such series of Pari Passu Lien Obligations that is appointed as a representative of such series of Pari Passu Lien Obligations (for purposes of the administration of the applicable Pari Passu Lien Security Documents) pursuant to the indenture, credit agreement or other agreement governing such series of Pari Passu Lien Obligations.

“Pari Passu Lien Security Documents” means the security documents or collateral documents or similar term as defined in the applicable Pari Passu Lien Document and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Pari Passu Lien Obligations or to perfect such Lien.

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

“Permitted Encumbrances” means:

“Permitted Holders” means each of (a) managers and members of management of Holdings (or any parent entity or Public Company specified in clause (c) of this definition that is a direct or indirect parent of Holdings) or its Subsidiaries that have ownership interests in Holdings (or such parent entity or Public Company specified in clause (c) of this definition that is a direct or indirect parent of Holdings), (b) any group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of which the Persons described in clause (a) of this definition are members; provided that, without giving effect to the existence of such group or any other group, the Persons described in clause (a), collectively, beneficially own Voting Stock representing 50% or more of the total voting power of the Voting Stock of Holdings (or such parent entity specified in clause (c)(i) of this definition) then held by such group, and (c)(i) any direct or indirect parent of Holdings so long as a Permitted Holder pursuant to clauses (a) or (b) of this definition holds 50% or more of the Voting Stock of such direct or indirect parent of Holdings, (ii) any Public Company (or wholly owned Subsidiary of such Public Company) to the extent and until such time as any Person or group (other than a Permitted Holder under clause (a) or (b) of this definition) is deemed to be or become a beneficial owner of Voting Stock of such Public Company representing more than 50% of the total voting power of the Voting Stock of such Public Company and (iii) each of (x) Exxaro Resources Limited, and (y) Cristal Global and Cristal Australia Pty Limited, in each case including any parent entity thereof.

Any Person or group, together with its affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer or Alternate Offer is made in accordance with the requirements of this Indenture will thereafter, together with its affiliates, constitute an additional Permitted Holder.

“Permitted Liens” means each of the following:

“Permitted Receivables Financing” means a securitization or other similar financing (including any factoring program) of Permitted Receivables Financing Assets that is non-recourse to Holdings, the Issuer and the Restricted Subsidiaries (except for (w) recourse to any Foreign Subsidiaries that own the assets underlying such financing (or have sold such assets in connection with such financing), (x) any customary limited recourse pursuant to the Standard Securitization Undertakings or, to the extent applicable only to non-Guarantor Subsidiaries, recourse that is customary in the relevant local market, (y) any performance undertaking or guarantee, to the extent applicable only to non-Guarantor Subsidiaries, that is customary in the relevant local market, and (z) an unsecured parent guarantee by Holdings or any Restricted Subsidiary that is a parent company of a Foreign Subsidiary of obligations of Foreign Subsidiaries, and, in each case, reasonable extensions thereof).

“Permitted Receivables Financing Assets” means (a) any accounts receivable, loan receivables, mortgage receivables, receivables or loans relating to the financing of insurance premiums, royalty, patent or other revenue streams and other rights to payment or related assets and the proceeds thereof and (b) all assets securing or related to any such receivable or asset, all contracts and contract rights, guarantees or other obligations in respect of any such receivable or asset, lockbox accounts and records with respect to any such receivable or assets and any other assets (including inventory and proceeds thereof) customarily transferred (or in respect of which security interests are customarily granted) together with receivables or assets in connection with a securitization, factoring or receivables financing or sale transaction.

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four (4) consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (a) in making any determination of Consolidated EBITDA or any component thereof, effect shall be given to any Specified Transaction and any synergies, operating improvements, cost savings or restructurings of the business of Holdings or any of the Restricted Subsidiaries, in each case, that occurred during the Reference Period or with respect to any such event or transaction included in the definition of Specified Transactions are expected to occur within eight (8) fiscal quarters of the determination to take such actions and which Holdings determines are reasonably identifiable and projected in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken, and without duplication of any such amount included in Consolidated EBITDA pursuant to the definition thereof and provided, that any increase in Consolidated EBITDA as a result of synergies, operating improvements, cost savings and restructurings pursuant to this definition shall be subject to the limitations set forth in clause (2) of the definition of Consolidated EBITDA; (b) in making any determination on a Pro Forma Basis, of Pro Forma Compliance or of Pro Forma Effect, (x) all indebtedness (including indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Indenture or otherwise) issued, incurred, assumed or repaid during the Reference Period (or with respect to indebtedness repaid, during the Reference Period or subsequent to the end of the Reference Period and prior to, or simultaneously with, the event for which the calculation of any such ratio is made) shall be deemed to have been issued, incurred, assumed or repaid at the beginning of such period and (y) interest expense of such Person attributable to interest on any indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, (c) with respect to (i) any redesignation of a Subsidiary as a Restricted Subsidiary, effect shall be given to such Subsidiary redesignation and all other Subsidiary redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary redesignation then being designated, collectively, and (ii) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively, and (d) notwithstanding anything to the contrary in this definition or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA or any component thereof attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated.

Whenever a financial ratio or test or covenant is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of Holdings are available.

“Pro Forma Disposal Adjustment” means, taking into account any limitations set forth in the definition of Pro Forma Basis, for any four-quarter period that includes all or a portion of a fiscal quarter included in any post-transaction period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Issuer in good faith as a result of contractual arrangements between Holdings or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the post-transaction period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal.

“Pro Forma Entity” means any Acquired Entity or Business or any Converted Restricted Subsidiary.

“Public Company” means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

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

“Qualified Jurisdiction” means the United States, any state thereof, or the District of Columbia, France, England and Wales, the Commonwealth of Australia, the Netherlands or any other jurisdiction agreed to by the Credit Facilities Agent and the Issuer, in their respective sole discretion.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by Holdings or any of its Subsidiaries pursuant to which Holdings or any of its Subsidiaries may sell, convey or otherwise transfer pursuant to terms necessary or customary in the relevant jurisdiction, directly or indirectly, to

or may grant a security interest, in any accounts receivable or any participations or other interests therein (whether now existing or arising or acquired in the future) of Holdings or any of its Subsidiaries or other entities formed as necessary or customary under the laws of the relevant jurisdiction, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are necessarily or customarily transferred in the relevant jurisdiction or in respect of which security interests are necessarily or customarily granted in the relevant jurisdiction in connection with asset securitization transactions involving accounts receivable.

“Rating Agency” means each of (i) S&P and ▇▇▇▇▇’▇ or (ii) if either S&P or ▇▇▇▇▇’▇ or both of them are not making ratings of the Notes publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by Holdings, which will be substituted for S&P or ▇▇▇▇▇’▇ or both, as the case may be.

“Ratings Event” means (1) to the extent the Notes were rated with an Investment Grade Rating by either of the Rating Agencies at the commencement of the Relevant Period (as defined below), and the ratings of such Notes are downgraded by one or both of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (the “Relevant Period”) such that the rating of the Notes by both of the Rating Agencies at the end of the Relevant Period is below an Investment Grade Rating, which downgrading is a result of the transactions constituting or occurring simultaneously with the applicable Change of Control (as evidenced by a public statement by the Rating Agency or Rating Agencies that downgraded the Notes) or (2) to the extent the Notes were not rated with an Investment Grade Rating by either of the Rating Agencies at the commencement of the Relevant Period, the Notes continue to be rated at a level below an Investment Grade Rating by both of the Rating Agencies at the end of the Relevant Period.

“Receivables Subsidiary” means any Special Purpose Entity established in connection with a Permitted Receivables Financing and any other subsidiary (other than the Issuer and any Guarantor) involved in a Permitted Receivables Financing which is not permitted by the terms of such Permitted Receivables Financing to guarantee the Notes or provide Collateral.

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

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

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

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

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

“Restricted Subsidiary” of any Person means any Subsidiary of such Person that, at the time of determination, is not an Unrestricted Subsidiary. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of Holdings (including the Issuer).

“Revolving Facility” means, any first lien senior secured revolving loan facility under the Credit Agreement.

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

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

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

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

“S&P” means Standard & Poor’s Global Ratings and its successors.

“Sale and Lease-Back Transaction” means the leasing by Holdings or any of its Restricted Subsidiaries of any asset, whether owned on the Issue Date or acquired after the Issue Date (except for temporary leases for a term, including any renewal term, of up to three years and except for leases between or among Holdings and any of its Restricted Subsidiaries), which property has been or is to be sold or transferred by Holdings or any of its Restricted Subsidiaries to any party with the intention of taking back a lease of such property.

“SEC” means the Securities and Exchange Commission.

“Secured Parties” means the Trustee, the Collateral Agent, the Holders of the Notes, the beneficiaries of each indemnification obligation undertaken by the Issuer or any Guarantor under any Notes Document, and the successors and permitted assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

“Securitization Entity” means a wholly owned Subsidiary of Holdings (or another Person in which Holdings or any Subsidiary of Holdings makes an investment and to which Holdings or any Subsidiary of Holdings transfers, directly or indirectly, accounts receivable or participations or interests therein or related assets) which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of Holdings or a designated representative thereof (as provided below) as a Securitization Entity

Any such designation by the Board of Directors of Holdings shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of Holdings giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Security Documents” means the U.S. Security Agreement, the Pari Passu Intercreditor Agreement and all of the security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust and other agreements or instruments, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, evidencing or creating or purporting to create or evidence, or perfecting or purporting to perfect, a Lien in favor of the Collateral Agent in the Collateral as contemplated by this Indenture, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time.

“Significant Subsidiary” means any Restricted Subsidiary of Holdings which, at the date of determination, is a “Significant Subsidiary” as such term is defined in Regulation S-X promulgated by the SEC.

“Sixth Amended and Restated Intercompany Note” means the Sixth Amended and Restated Intercompany Note, dated as of the Issue Date, by and among Holdings and its Subsidiaries.

“Special Purpose Entity” means a direct or indirect subsidiary of the Issuer or any Guarantor, whose organizational documents contain restrictions on its purpose and activities intended to preserve its separateness from the Issuer and the Guarantors and their other subsidiaries.

“Specified Transaction” means, with respect to any period, any investment, disposition, incurrence or repayment of indebtedness, dividend, subsidiary designation, operating improvements, restructurings, new project or other event that by the terms of this Indenture requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” to such event.

“Standard Securitization Undertakings” means obligations, representations, warranties, covenants and indemnities entered into by Holdings or any Securitization Entity or any Subsidiary of Holdings which are customary or necessary in the relevant jurisdiction in an accounts receivable securitization transaction.

“Subsidiary” means with respect to any Person,

“Supplemental Indenture” means a supplemental indenture substantially in the form of Exhibit D hereto.

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined by Holdings in good faith) entered into after the date hereof so long as such Tax Restructuring does not impair the guarantee in any material respect and is otherwise not adverse to the Holders in any material respect.

“Term Facilities” means any senior secured first lien term loan facilities under the Credit Agreement.

“Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Holdings ending on or prior to such date for which financial statements are available.

“Total Net Secured Debt” means, as of any date, all Consolidated Total Net Debt of the Issuer and the Guarantors as of such date that is secured by a Lien.

“Total Net Secured Leverage Ratio” means, as of any date, the ratio of Total Net Secured Debt as of such date to Consolidated EBITDA for the Test Period most recently ended on or prior to such date, calculated on a Pro Forma Basis.

“Trade Facility Agreement” means that certain Trade Facilities Agreement, dated as of August 25, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Tronox Mining Australia Limited, a public limited company incorporated in the Commonwealth of Australia, Tronox Pigment Bunbury Ltd, a public limited company incorporated in the Commonwealth of Australia, Tronox Management Pty Ltd, a proprietary company incorporated in the Commonwealth of Australia, and HSBC Bank Australia Limited.

“Transaction Costs” means any fees, expenses and other transaction costs incurred or paid by Holdings, the Issuer or any of its Subsidiaries in connection with the Transactions, this Indenture, the Credit Facilities and the transactions contemplated hereby and thereby.

“Transactions” means the issuance and sale of the Notes and the use of a portion of the net proceeds therefrom to repay all outstanding borrowings under the Issuer’s revolving credit facilities as contemplated by the Offering Circular.

“Trustee” means Wilmington Trust, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” of any Person means:

As of the Issue Date, ▇▇▇▇▇▇▇ Point LLC will be an Unrestricted Subsidiary.

The Board of Directors of Holdings may, after the Issue Date, designate any Subsidiary (including any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary if

The Board of Directors of Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if immediately before and immediately after giving effect to such designation, no Default or Event of Default will have occurred and be continuing.

Any such designation by the Board of Directors of Holdings will be evidenced to the Trustee by promptly delivering to the Trustee a copy of the board resolution approving the designation and an Officer’s Certificate certifying that the designation complied with this Indenture.

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

“U.S. Security Agreement” means, collectively, (i) the Pledge and Security Agreement, dated as of the date hereof, among Holdings, the Issuer, the other Guarantors and the Collateral Agent, and (ii) the Pledge Agreement, dated as of the date hereof, among Holdings, the Issuer, the other Guarantors from time to time party thereto, and the Collateral Agent, in each case as amended, restated, amended and restated, otherwise modified, refinanced or replaced from time to time.

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

Unless the context otherwise requires:

In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Indenture which will require that no Default or Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is entered into.

Furthermore, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction, the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations and (ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Issuer elects in its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Indenture, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated.

ARTICLE 2
THE NOTES

The Issuer can issue Additional Notes from time to time in the future as part of the same series without consent from Holders of the Notes under this Indenture. Any Additional Notes that the Issuer issues in the future will be identical in all respects to the Notes offered hereby and will be treated as a single class for all purposes of this Indenture, including with respect to waivers, amendments, redemptions and offers to purchase, except that Notes issued in the future may have different issuance prices and will have different issuance dates. However, in order for any Additional Notes to have the same CUSIP number as the Notes, such Additional Notes must be treated as part of the same issuance as the Notes for United States federal income tax purposes.

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

At least one Officer must sign the Notes for the Issuer by manual or facsimile or other electronic signature.

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

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture. There is no limit on the aggregate principal amount of Notes (including Additional Notes) that may be issued under this Indenture.

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

The Issuer will maintain an office or agency 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”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuer 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 Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

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

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders, and the Issuer or any of Holdings’ other Subsidiaries may act as Paying Agent or Registrar. The Notes will initially be issued as Global Notes registered in the name of or held by DTC or its nominee and therefore payments with respect thereto will be made by wire transfer of immediately available funds to the account specified by DTC.

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

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing and the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 hereof. 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 2.08 or 2.10 hereof, 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) or (c)  hereof.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

and, in each such case set forth in this Section 2.06(b)(4), if the Issuer or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer or the Registrar, as the case may be, to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.06(b)(4) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(4).

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.

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer 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)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

and, in each such case set forth in this Section 2.06(c)(2), if the Issuer or Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer or the Registrar, as the case may be, 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.

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (a) above, the appropriate Restricted Global Note, in the case of clause (b) above, the 144A Global Note, and in the case of clause (c) above, the Regulation S Global Note.

and, in each such case set forth in this Section 2.06(d)(2), if the Issuer or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer or the Registrar, as the case may be, 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)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(b) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

and, in each such case set forth in this Section 2.06(e)(2), if the Issuer or the Registrar so request, an Opinion of Counsel in form reasonably acceptable to the Issuer or the Registrar, as the case may be, 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.

(a)

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE REGISTRAR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), TO THE ISSUER OR THEIR 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.”

“BY ITS ACQUISITION OF THIS NOTE OR AN INTEREST HEREIN, THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN INTEREST HEREIN CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY WITH ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

FURTHER, IF THE PURCHASER OR TRANSFEREE IS A PLAN, SUCH PURCHASER OR SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EACH OF THE FOLLOWING SUBPARAGRAPHS (A) THROUGH (C) WILL BE SATISFIED: (A) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR SECTION 4975(e)(3) OF THE CODE, AS APPLICABLE (EACH A “PLAN FIDUCIARY”)) WHO IS AWARE OF AND HAS TAKEN INTO CONSIDERATION ITS FIDUCIARY DUTIES, INCLUDING THE DIVERSIFICATION REQUIREMENTS OF SECTION 404(A)(1)(C) OF ERISA; (B) THE PLAN FIDUCIARY ACKNOWLEDGES AND AGREES THAT NEITHER WE NOR ANY AGENT ENGAGED BY US, WITH RESPECT TO THE PURCHASE OF THE NOTES, IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA) WITH RESPECT TO ANY ASSETS OF THE PLAN INVESTED IN THE NOTES AND THAT THE PLAN FIDUCIARY HAS NOT RELIED AND IS NOT RELYING ON US TO PROVIDE, AND NONE OF US PROVIDED, ANY KIND OF INVESTMENT ADVICE WITH RESPECT TO THE PURCHASE OF THE NOTES; AND (C) NONE OF US, NOR ANY AGENT ENGAGED BY US WITH RESPECT TO THE PURCHASE OF THE NOTES, WILL RECEIVE ANY FEE OR OTHER COMPENSATION DIRECTLY FROM THE PLAN, PLAN FIDUCIARY, ANY PARTICIPANT, BENEFICIARY, OR OWNER OF SUCH PLAN FOR ANY INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) PROVIDED WITH RESPECT TO THE PURCHASE OF THE NOTES.”

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee for itself and (ii) the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent, from any loss that any of them may suffer if a Note is replaced. The Issuer may charge the Holder for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

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

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirements of the Exchange Act and the Trustee). Certification of the cancellation of such Notes will be delivered to the Issuer upon its written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. All Notes which are redeemed by or on behalf of the Issuer will be canceled and, accordingly, may not be reissued or resold. If the Issuer purchases any Notes, such acquisition shall not operate as a redemption unless such Notes are surrendered for cancellation.

If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

The Issuer in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or offers to purchase as a convenience to Holders; provided that the Trustee shall have no liability for any defect in the “CUSIP” and/or “ISIN” numbers as they appear on any Note, notice or elsewhere, and, provided further 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 Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” and/or “ISIN” numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or Article 11 hereof), an Officer’s Certificate setting forth:

If less than all of the Notes are to be redeemed at any time in connection with an optional redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then in accordance with the applicable procedures of DTC or, if the Notes are not represented by note certificates in global form, on a pro rata basis, by lot or such other method as the Trustee in its sole discretion deems fair and appropriate.

In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes with a minimum principal amount of $2,000 or less may not be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, or send electronically if the Notes are held by DTC, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or Article 11 hereof.

The notice will identify the Notes (including CUSIP and/or ISIN numbers) to be redeemed and will state:

Any notice of redemption may be given prior to the completion of any event or transaction related to such redemption, and any such redemption or notice may be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice will state that, in the discretion of the Issuer, the redemption date may be delayed until such time as any or all of such conditions have been satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied by the redemption date, or by the redemption date so delayed. If one or more conditions specified with respect to a redemption are not satisfied or waived, the redemption date shall be deemed not to have occurred for all purposes of this Indenture and the Issuer shall give notice of such non-occurrence to the Holders of the applicable Notes and to the Trustee.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at their expense; provided, however, that the Issuer has delivered to the Trustee, at least 15 days (or such shorter period as may be acceptable to the Trustee) prior to the date the notice of redemption is to be sent to Holders, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the Officer’s Certificate described in Section 3.01.

The Issuer may provide in any notice of redemption that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price, subject to the satisfaction of any condition set forth in the notice of redemption.

By 12:00 p.m. New York time on the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, accrued interest, if any, on all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest 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 or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase 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.

Upon surrender and cancellation of a Definitive Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Definitive Note in the name of the Holder equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered upon cancellation of the original Definitive Note.

Year		Percentage
2027		104.563%
2028		102.281%
2029 and thereafter		100.000%

in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The notice of redemption described in Section 3.08(a) hereof shall not be delivered (a) more than 90 days prior to the earliest date on which such Payor would be obligated to make such payment of Additional Amounts, and (b) unless at the time such notice is given, the obligation to pay such Additional Amounts remains in effect.

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes other than pursuant to Section 4.10 hereof.

The Issuer may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

ARTICLE 4
COVENANTS

The Issuer will pay or cause to be paid the principal of, premium on, if any, and interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest, if any, will be considered paid on the date due if the Paying Agent, if other than Holdings, the Issuer or a Subsidiary thereof, holds as of 12:00 p.m., Eastern Time, on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

If on December 4, 2028, more than $250,000,000 aggregate principal amount of Existing Unsecured Notes are outstanding, the Issuer will provide notice to the Trustee of the effectiveness of the Springing Maturity Date. On the Springing Maturity Date, the Issuer shall either (i) cause the Notes to be redeemed or otherwise cause all amounts payable under this Indenture to be paid or (ii) notify the Trustee that the aggregate principal amount of Existing Unsecured Notes has been reduced to below $250,000,000, and the Springing Maturity Date is no longer in effect.

The Issuer will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided, however, no service of legal process against the Issuer or any Guarantor may be made at any office of the Trustee.

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

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

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

Holdings will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction unless:

would not exceed the greater of (x) $175.0 million and (y) 25% of Consolidated EBITDA for the most recent four quarters for which financial statements are available.

Subject to Article 5 hereof and Section 10.04 hereof, Holdings and each Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect:

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent those laws, rules and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Section 4.10, the Issuer will comply with the applicable securities laws, rules and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

The applicable Paying Agent will promptly send (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.

For as long as the Notes are outstanding, the Issuer shall remain a subsidiary of Holdings or Future Parent Entity (such Holdings or Future Parent Entity shall, directly or indirectly, own 100% of the equity interests of the Issuer).

For so long as the Notes are outstanding, if the Issuer refinances the Existing Unsecured Notes with other indebtedness for borrowed money (“Unsecured Notes Refinancing Indebtedness”), such Unsecured Notes Refinancing Indebtedness shall have a maturity date that is no earlier than the 91st day after the Scheduled Maturity Date of the Notes.

ARTICLE 5
SUCCESSORS

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer or Holdings in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer or Holdings is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to “Holdings” or “Issuer” as the case may be, shall refer instead to the successor Person and not to the Issuer or Holdings), and may exercise every right and power of the Issuer or Holdings under this Indenture with the same effect as if such successor Person had been named as Issuer or Holdings herein; provided, however, that the predecessor Issuer or Holdings shall not be relieved from the obligation to pay the principal of, premium on, if any, and interest, if any, on, the Notes except in the case of a sale of all of the Issuer’s or Holdings’ assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Each of the following events is an “Event of Default”:

In the case of an Event of Default specified in clause (5) or (6) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 30% in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the principal of and accrued interest on all the Notes to be due and payable, which notice must also specify that it is a “notice of acceleration.” Upon any such declaration of acceleration, the Notes will become immediately due and payable.

If a Default for failure to report or failure to deliver a required certificate in connection with another Default (the “Initial Default”) occurs, then, at the time such Initial Default is cured or waived, such Default for a failure to report or failure to deliver a required certificate in connection with that Initial Default will also be cured without any further action.

At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences:

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

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Event of Default and its consequences hereunder, except a Default in the payment of principal of, premium on, if any, or interest on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

(1)

such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2)

Holders of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3)

such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)

the Trustee does not pursue such remedy within 60 days after receipt of the request and the offer of security or indemnity; and

(5)

during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a written direction inconsistent with such request.

(1)

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

(2)

in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(1)

this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2)

the Trustee will not be liable for any error of judgment made in good faith by it or its officers, employees or agents, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(3)

the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(1)

the Trustee fails to comply with Section 7.10 hereof;

(2)

the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)

a custodian or public officer takes charge of the Trustee or its property; or

(4)

the Trustee becomes incapable of acting.

(1)

the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and the premium, if any, and interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)

the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3)

the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder and the Issuer’s obligations and the obligations of the Guarantors in connection therewith; and

(4)

this Article 8, as it relates to Legal Defeasance.

(1)

The Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars or non-callable U.S. government obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on an applicable redemption date;

(2)

in the case of an election under Section 8.02 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that:

(3)

in the case of an election under Section 8.03 hereof, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Event of Default shall have occurred and be continuing on the date of such deposit (other than any default arising from the substantially contemporaneous incurrence of indebtedness to fund the deposit described above in clause (1));

(5)

such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than any default arising from the substantially contemporaneous incurrence of indebtedness to fund the deposit described above in clause (1)) or any other material agreement or instrument to which Holdings, the Issuer or any of their Subsidiaries is a party or by which Holdings, the Issuer or any of their Subsidiaries is bound;

(6)

the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;

(7)

the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(8)

the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that either (i) the Issuer has assigned all its ownership interest in the trust funds to the Trustee (or such other entity directed, designated and appointed by the Trustee as co-Trustee for this purpose) or (ii) the Trustee has a valid perfected security interest in the trust funds.

(1)

cure any ambiguities, defect, inconsistency or mistake;

(2)

provide for the assumption of the Issuer’s or Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Guarantor’s assets in accordance with the requirements of Article 5 hereof or Section 10.04 hereof, as applicable;

(3)

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

(4)

add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees;

(5)

comply with the rules of any applicable Depositary;

(6)

evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee, Collateral Agent or Paying Agent; provided that the successor Trustee, Collateral Agent or Paying Agent is otherwise qualified and eligible to act as such under the terms of this Indenture;

(7)

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

(8)

conform the text of this Indenture, the Notes, any Note Guarantees, the Security Documents or the Pari Passu Intercreditor Agreement to any provision of the “Description of Notes” section of the Offering Circular, to the extent that the Trustee and the Collateral Agent have received an Officer’s Certificate stating that such text constitutes an unintended conflict with the corresponding provision of the “Description of Notes” section of the Offering Circular;

(9)

add additional assets as Collateral, release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, the Security Documents and/or the Pari Passu Intercreditor Agreement; or

(10)

modify the Security Documents and/or the Pari Passu Intercreditor Agreement to secure additional extensions of credit and add additional secured creditors holding Obligations that are permitted to constitute Pari Passu Lien Obligations under the Security Documents pursuant to the terms of this Indenture.

(1)

reduce the amount of Notes whose Holders must consent to an amendment;

(2)

reduce the rate of or change the time for payment of interest, including defaulted interest, on any Note;

(3)

reduce the principal of or change the Scheduled Maturity Date of any Note or change the date on which the Notes may be subject to redemption or repurchase (other than by amending the provisions of Section 4.10 hereof), or reduce the redemption or repurchase price for such Notes;

(4)

make any Note payable in money other than that stated in the Notes;

(5)

impair the legal rights of Holders of Notes to receive payments of principal and interest on the Notes, or permitting Holders of a majority in principal amount of such Notes to waive Defaults or Events of Default;

(6)

release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(7)

make the Notes or any Note Guarantee subordinated in right of payment to other obligations.

(1)

the principal of, premium, if any, on, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, if lawful, and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof (including enforcement of this Note Guarantee) and thereof; and

(2)

in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

(1)

any guarantee, indemnity or other obligation provided herein by a Guarantor incorporated in France shall not include any obligation or liability which if incurred would constitute the provisions of financial assistance within the meaning of article L.225-216 of the French Code de commerce or/and would constitute a misuse of corporate assets within the meaning of article L. 241-3, L. 242-6 or L. 244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts and/or would infringe article L. 511-7 of the French Code monétaire et financier;

(2)

the obligations and liabilities of each Guarantor incorporated in France under this Indenture for the obligations under this Indenture of (i) any other Guarantor which is not a Subsidiary of such Guarantor incorporated in France or (ii) the Issuer will be limited, at any time to an amount equal to the aggregate amount of the proceeds of the Notes under the Indenture directly or indirectly on-lent to such Guarantor incorporated in France under intercompany loan agreements and outstanding at the date a payment is to be made by such Guarantor incorporated in France under this Indenture, it being specified that any payment made by such Guarantor incorporated in France under this Indenture in respect of the obligations of such other Guarantor or the Issuer will reduce pro tanto the outstanding amount of the intercompany loans due by such Guarantor incorporated in France under the intercompany loan arrangements referred to above and that any repayment of the intercompany loans by the Guarantor incorporated in France shall reduce pro tanto the amount payable under this Indenture;

(3)

The obligations and liabilities of each Guarantor incorporated in France under this Indenture for the obligations under the Indenture of any other Guarantor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Guarantor. However, where such Subsidiary is itself a Guarantor which guarantees the obligations of a member of the Group which is not a Subsidiary of the relevant Guarantor incorporated in France, the amounts payable by such Guarantor incorporated in France under this paragraph (3) in respect of the obligations of its Subsidiary as Guarantor, will be limited as set out in paragraph (2) above;

(4)

It is acknowledged that no Guarantor incorporated in France is acting jointly and severally with the other Guarantors as to its obligations pursuant to the guarantee given pursuant to this Indenture;

(5)

For the purpose of paragraphs (2) and (3) above, Subsidiary means, in relation to any company, another company which is controlled by it within the meaning of article L.233-3 of the French Code de commerce.

(1)

the Person formed by such consolidation or into which such Guarantor is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor, or the Division Successor surviving any Division, as the case may be, is a corporation organized and existing under the laws of the United States, Australia, any state in the United States or the District of Columbia, Switzerland, the United Kingdom or any member state of the European Union or, if such Guarantor was organized and existing under the laws of another jurisdiction immediately prior to such transaction, the laws of such other jurisdiction (such Person, the “Successor Guarantor”);

(2)

the Successor Guarantor or the Division Successor (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged, or the Successor Guarantor which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor, agrees to pay the principal of, and any premium and interest on, the Notes, perform and observe all covenants and conditions of this Indenture and the Security Documents by executing and delivering to the Trustee and the Collateral Agent a Supplemental Indenture and, if applicable, joinders or supplements to the Security Documents; and

(3)

immediately after giving effect to such transaction and treating indebtedness for borrowed money that becomes an obligation of such Successor Guarantor or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by such Successor Guarantor or such Restricted Subsidiaries at the time of such transaction, no Default or Event of Default shall have occurred and be continuing.

(1)

either:

(2)

the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(3)

the Issuer has, upon its request for written acknowledgment of such satisfaction and discharge of this Indenture, delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

(1)

in whole, upon payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, such series of Notes and all other Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid;

(2)

in whole, upon satisfaction and discharge of this Indenture in accordance with Article 11;

(3)

in whole, upon a Legal Defeasance or Covenant Defeasance with respect to such series as set forth under Article 11;

(4)

in whole or in part, as to any asset constituting Collateral, in accordance with, and as expressly provided for under the Pari Passu Intercreditor Agreement;

(5)

with the consent of Holders of at least 66 2⁄3% in aggregate principal amount of such series of Notes, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, such series of Notes as provided under Section 9.02;

(6)

in respect of the property and assets of a Guarantor, upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”;

(7)

in part, as to any asset constituting Collateral, to the extent released under the Credit Facilities, including after giving effect to any amendment, waiver or consent thereunder, but excluding payment under or the termination or repayment in full of the Credit Facilities Loans (it being understood that, in each case, a release subject to a contingent reinstatement is still a release, and if any such Collateral under the Credit Facilities is so reinstated, such Collateral shall also be reinstated with respect to the Notes Obligations);

(8)

in part, as to any property or assets constituting Collateral, to enable the disposition of such property or other assets (to a Person that is not the Issuer or a Guarantor) to the extent not prohibited by Section 5.01.

(9)

in the case of a Guarantor that is released from its Note Guarantee with respect to the Notes in accordance with the provisions of this Indenture, the release of the Lien on the Collateral constituting the property and assets of such Guarantor.

(1)

an Officer’s Certificate stating that all conditions precedent provided for in this Indenture and the Security Documents to such release have been complied with; and

(2)

a form of such release (which release shall provide that the requested release is without recourse or warranty to the Trustee or the Collateral Agent).

(1)

a request from the Issuer that such Collateral be added;

(2)

the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date or on the date first delivered in the case of Collateral that is permitted hereunder to be delivered after the Issue Date, with such changes thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee or the Collateral Agent;

(3)

an Officer’s Certificate stating that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the fair market value required by this Indenture;

(4)

an Officer’s Certificate and (only to the extent an opinion of counsel is delivered to the Credit Facilities Collateral Agent with respect to the addition of such Collateral) an Opinion of Counsel stating that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Document being entered into; and

(5)

such financing statements, if any, as the Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral.

(1)

each of the Issuer’s and each Guarantor’s Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as its Corresponding Liabilities;

(2)

each of the Issuer’s and each Guarantor’s Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged;

(3)

the Issuer’s and any Guarantor’s Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes a single obligation of the Issuer or such Guarantor to the Collateral Agent (even though the Issuer or such Guarantor may owe more than one Corresponding Liability to the Secured Parties under the Notes Documents) and an independent and separate claim of the Collateral Agent to receive payment of that Parallel Liability (in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding Liabilities); and

(4)

for purposes of this Section 12.13, the Collateral Agent acts in its own name and not as agent, representative or trustee of any of the Secured Parties and accordingly holds neither its claim resulting from a Parallel Liability nor any security securing a Parallel Liability on trust.

(1)

an Officer’s Certificate in form reasonably satisfactory to the Trustee and the Collateral Agent, as applicable (which must include the statements set forth in Section 13.05 hereof), stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)

an Opinion of Counsel in form reasonably satisfactory to the Trustee and the Collateral Agent, as applicable (which must include the statements set forth in Section 13.05 hereof), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

(1)

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

(2)

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

(3)

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

(4)

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

Dated as of September 26, 2025
	TRONOX INCORPORATED
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Vice President & Assistant Secretary

	U.S. GUARANTORS:
	TRONOX LLC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title: Vice President & Treasurer

	TRONOX US HOLDINGS INC.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Vice President & Assistant Secretary

	TRONOX FINANCE LLC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title: Vice President & Treasurer

		AUSTRALIAN GUARANTORS:
SIGNED, SEALED AND DELIVERED		)
by ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇		)
		)
as attorney for		)
		)

/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Signature of attorney		/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
The person signing above certifies that his/her signature is to be treated as constituting a separate signing as attorney for each party listed above respectively		By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

	DUTCH GUARANTORS:
	TRONOX PIGMENTS (HOLLAND) B.V.
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Director
	TRONOX INVESTMENTS NETHERLANDS B.V.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director
	TRONOX INTERNATIONAL B.V.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director

	U.K. GUARANTORS:
	TRONOX UK HOLDINGS LIMITED
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director
	TRONOX UK MERGER COMPANY LIMITED
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director
	TRONOX HOLDINGS PLC
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title: Authorized Signatory

	TRONOX INVESTMENT HOLDINGS LIMITED
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Director
	TRONOX INVESTMENTS UK LIMITED
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director
	MILLENNIUM INORGANIC CHEMICALS OVERSEAS HOLDINGS
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Director

	FRENCH GUARANTORS:
	TRONOX FRANCE SAS
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Name: ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Title: President
	MILLENNIUM INORGANIC CHEMICALS LE HAVRE SAS
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Name: ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Title: President
	MILLENNIUM INORGANIC CHEMICALS SAS
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Name: ▇▇▇▇▇▇▇▇ ▇. Sibileau
	Title: President

	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title: Vice President

			[Insert Name of Transferor]
			By:
			Name:
			Title:
Dated:

	[GUARANTEEING SUBSIDIARY]
	By:
		Name:
		Title:
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
	By:
		Name:
		Title:

(a)

The Note Guarantees and Collateral provided by Foreign Subsidiaries in support of the Notes will be subject to these Agreed Security Principles. This Exhibit addresses the manner in which these Agreed Security Principles will impact on the Note Guarantees and ▇▇▇▇▇ proposed to be taken in relation to this transaction.

(b)

These Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable Guarantees and/or Liens from Guarantors in each jurisdiction of such Guarantor’s incorporation or organization. In particular:

(i)

general legal and statutory limitations (including pursuant to reviews of the Committee on Foreign Investments in the US and Foreign Ownership and Controlling Influence restrictions or, with respect to the relevant jurisdictions for which guarantee limitation language is set out in this Indenture or in any applicable joinder agreement to this Indenture, such limitations as set out herein), financial assistance, corporate benefit, fraudulent preference, transfer pricing, “thin capitalization”, “earnings stripping”, “controlled foreign corporation” (within the meaning of the Internal Revenue Code), “exchange control restrictions” and “capital maintenance” rules, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a member of the Group to provide a Note Guarantee or ▇▇▇▇▇ ▇ ▇▇▇▇ or may require that the Note Guarantee or Lien be limited by an amount or otherwise;

(ii)

the relevant Guarantor shall use its commercially reasonable efforts to assist in demonstrating that adequate corporate benefit accrues to each relevant Guarantor and to overcome any such other limitations to the extent reasonably practicable;

(iii)

the Lien and extent of its perfection will take into account the cost to the Group of creating Liens (including any increase to the tax cost of the Group) so as to ensure that it is proportionate to the benefit accruing to the Secured Parties, it being understood that in no event will any Note Guarantee be given or Lien be granted over, or by, any members of the Group incorporated in a jurisdiction that is not a Qualified Jurisdiction;

(iv)

members of the Group will not be required to give Note Guarantees or enter into Security Documents if (a) they are not wholly-owned by another member of the Group and are prevented from doing so under the terms of any shareholders agreement that is (i) with any person that is not a member of the Group or any of their affiliates and (ii) that is in existence as at the Issue Date or (with respect to newly acquired entities) as at the time of completion of the relevant acquisition (provided that (x) such prohibition is not made in contemplation of the Issue Date or such acquisition and (y) the relevant member of the Group shall use its commercially reasonable endeavors for a period of 25 Business Days from request by the Credit Facilities Collateral Agent (acting solely on behalf of the Credit Facilities Lenders) to obtain any required consents or waivers from the other parties to such shareholders agreement (it being understood that nothing in these Agreed Security Principles shall require a member of the Group to seek an amendment of the relevant shareholders agreement or to jeopardize its commercial relationship with the other parties thereto), and if the relevant Group member has used its commercially reasonable endeavors but has not been able to obtain such required consents or waivers, its obligation to obtain those consents or waivers shall cease on the expiry of that 25 Business Day period) or (b) it is not within the legal capacity of the relevant member of the Group or if it would conflict with the fiduciary duties of their directors or contravene any applicable legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the relevant Group member shall use its commercially reasonable efforts to overcome any such obstacle;

(v)

the creation or perfection of Liens, when required, and other legal formalities will be completed as soon as reasonably practicable and, in any event, within the time periods specified in the Notes Documents therefore or (if earlier or to the extent no such time periods are specified in the Notes Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens will not be required prior to the Credit Facilities Collateral Agent (acting solely on behalf of the Credit Facilities Lenders) serving notice pursuant to and in accordance with the Credit Agreement if it would have a material adverse effect on the commercial relationship of the relevant Guarantor or the ability of the relevant Guarantor to conduct its operations and business in the ordinary course or as otherwise permitted by the Notes Documents (including, without limitation, notification of receivables security to third party debtors until the Credit Facilities Collateral Agent (acting solely on behalf of the Credit Facilities Lenders) has served notice of default pursuant to the Credit Agreement Loan Facility);

(vi)

any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement, which may prevent those assets from being charged (or assets which, if charged or pledged, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to a member of the Group in respect of those assets or which require any member of the Group to take any action materially adverse to the interests of any member of the Group or any member thereof), other than provisions included in general banking conditions, will be excluded from any relevant Security Document, or, if already subject to a security or otherwise local law restricts such exclusion, will be released upon reasonable request from any relevant security document any requirement to give security, provided that the relevant member of the Group shall use its commercially reasonable efforts for a maximum period of 15 Business Days (provided that the relevant member of the Group is satisfied that such efforts will not involve placing relationships with third parties in jeopardy) and the relevant member of the Group has not already used its commercially reasonable efforts at the time of negotiation of the relevant third party arrangement to avoid the inclusion of the relevant prohibition or condition nor otherwise to limit its scope) to obtain consent to charging or pledging any such assets if required by the Notes Documents and if the Credit Facilities Collateral Agent (acting solely on behalf of the Credit Facilities Lenders) reasonably determines the relevant assets to be material in the context of the business of the Group as a whole and (taking into account the Issuer’s view on any potential impact on relationships with third parties) from such date as the Credit Facilities Collateral Agent (acting solely on behalf of the Credit Facilities Lenders) reasonably requests the Issuer to do so and if the relevant Group member has used its commercially reasonable efforts but has not been able to obtain such required consents or waivers, its obligation to obtain those consents or waivers shall cease on the expiry of that 15 Business Day period;

(vii)

unless granted under a global security agreement governed by the law of the jurisdiction of the Issuer or a Guarantor all security (other than share security over its subsidiaries that are Guarantors) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Guarantor or the Issuer or any other Guarantor;

(viii)

no perfection action will be required in jurisdictions where the Issuer or any Guarantors are not incorporated but perfection action may be required in the jurisdiction of incorporation of one such Person in relation to Liens granted by another such Person incorporated in a different jurisdiction;

(ix)

the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties so as to ensure that the costs to the Issuer and the Guarantors are proportionate to the benefits accruing to the Secured Parties;

(x)

where a class of assets to be secured includes material and immaterial assets, if the cost of creating Liens over the immaterial assets is disproportionate to the benefit of such Lien, as reasonably determined by the Issuer, ▇▇▇▇▇ will be granted over the material assets only;

(xi)

it is expressly acknowledged that it may be either impossible or impractical to grant security over certain categories of assets in which event security will not be taken over such assets;

(xii)

(A) no Note Guarantee or Lien will be required to be given by or in respect of any acquired person or other acquired asset (and no consent shall be required to be sought with respect thereto) which are required to support acquired indebtedness to the extent such acquired indebtedness is permitted by the Credit Facilities Loans and this Indenture to remain outstanding after an acquisition and (B) no member of a target group or other entity acquired pursuant to an acquisition not prohibited by this Indenture shall be required to become a Guarantor or grant Liens, in each case, if prevented by the terms of the documentation governing that acquired indebtedness or if becoming a Guarantor or the creation of Liens would give rise to an obligation (including any payment obligation) under or in relation thereto;

(xiii)

to the extent possible and unless required by applicable law, there should be no action required to be taken in relation to the Note Guarantees or Liens when any Secured Party assigns or transfers any of its holdings or its role, as applicable, to a third party (and, unless explicitly agreed to the contrary in this Indenture, no member of the Group shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Secured Party);

(xiv)

no title investigations or other diligence on assets will be required and no title insurance will be requested;

(xv)

Liens will not be required over any cash constituting regulatory capital or customer cash (and such assets or cash shall be excluded from any relevant Security Document);

(xvi)

Note Guarantees and Liens will not be required from or over the assets of any joint-venture or similar arrangement unless granted pursuant to an “all-asset” security and not prohibited by the terms of the joint venture or similar arrangement;

(xvii)

no Liens may be provided on terms which are inconsistent with the turnover or sharing provisions in any intercreditor agreement;

(xviii)

no Note Guarantee and Liens shall be required over any assets situated in any jurisdiction that is not a Qualified Jurisdiction;

(xix)

to the extent legally effective, all Liens will be given in favor of the Collateral Agent and not to the secured creditors individually, with the Collateral Agent to hold one set of Liens for the Secured Parties (subject to applicable law); “parallel debt” provisions will be used where necessary (and included in any intercreditor agreement and not the individual Security Documents);

(xx)

the giving of a guarantee or the granting, creation or perfection of security will not be required if it would be unduly burdensome or restrict the ability of the relevant Guarantor to conduct its operations and any business in the ordinary course or as otherwise permitted or not prohibited by the Security Documents as reasonably determined by the Issuer (including by way of imposing any restriction or practical limitation on the ability of the Group to deal with secured assets or enter into (or amend, waive, terminate or allow to lapse any rights, benefits or obligations) leasing, vendor financing, maintenance, insurance or similar or equivalent arrangements otherwise permitted by the terms of the Notes); and

(xxi)

certain supervisory board, works council or another external body’s consent may be required to enable a member of the Group to provide a guarantee or security, such guarantee and/or security shall not be required unless such consent has been received provided that reasonable efforts have been used by the relevant member of the Group to obtain the relevant consent to the extent permissible by law and regulation and such consent has no material adverse impact on relationships with third parties

(c)

Notwithstanding any term of any Notes Document: no loan or other obligation under any Notes Document may be, directly or indirectly guaranteed by (i) any CFC or by an a FSHCO or (ii) a subsidiary of a CFC of FSHCO.

(d)

The Collateral Agent or the Secured Parties, as the case may be, shall, subject to the terms of the Pari Passu Intercreditor Agreement, promptly discharge any guarantees and release any Lien which is or are or has become subject to any legal or regulatory prohibition as is referred to in paragraph (b) above.

(a)

Subject to the guarantee limitations set out in this Indenture, each Note Guarantee will be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Guarantors under the Notes Documents in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. Security Documents will secure the Note Guarantee obligations of the relevant security provider or, if such Lien is provided on a third party basis, all liabilities of the Guarantors under the Notes Documents, in each case in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction.

(b)

Where a Guarantor pledges shares, the Security Document will be governed by the laws of the company whose shares are being pledged and not by the law of the country of the pledgor; provided that if the laws of the company whose shares are being pledged are not the laws of a Qualified Jurisdiction, no share pledge agreement shall be required. Subject to these principles, the shares in each Guarantor shall be secured. The shares held by a Guarantor in a Subsidiary that is not a Guarantor shall not be required to be the subject of any Lien, unless that Subsidiary is a Significant Subsidiary (or unless the shares in such Subsidiary can be secured in a global security agreement such as a New York law global security agreement and an English law debenture, or similar) and is incorporated or formed in a Qualified Jurisdiction.

(c)

Any Security Document shall only be required to be notarized or notarially certified if required by law in order for the relevant Lien to become effective or admissible in evidence.

(a)

the Lien will be first ranking, to the extent possible and subject always to the terms of the Pari Passu Intercreditor Agreement;

(b)

subject to the Pari Passu Intercreditor Agreement, the Collateral Agent shall only be able to exercise a power of attorney following the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture or if the relevant Guarantor has failed to comply with a further assurance or perfection obligation (and any grace period applicable thereto has expired), but only to the extent necessary to comply with such further assurance or perfection obligation;

(c)

Liens will not be enforceable (including the crystallization of any floating charge (unless it has occurred automatically pursuant to the terms of the English law debenture)) until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture;

(d)

the provisions of each Security Document will not be unduly burdensome on any Guarantor or interfere unreasonably with the operation of its business, will be limited to those required by local law to grant or perfect or ensure the priority of Liens and will not otherwise impose commercial obligations;

(e)

the Security Documents should only operate to grant Liens rather than to impose other commercial obligations or repeat clauses in other Notes Documents; accordingly (i) there will be no repetition or extension of clauses set out in this Indenture (or any intercreditor agreement) such as those relating to notices, cost and expenses (except in Security Documents requiring notarization), indemnities, tax gross up, distribution of proceeds and release of any Liens; (ii) representations and undertakings shall be included in the Security Documents only to the extent required by local law in order to grant or perfect or ensure the priority of the security interest expressed to be granted thereby; and (iii) nothing in any Security Document shall (or shall be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the Security Document if not prohibited by the terms of the other Notes Documents (and accordingly to such extent, the Collateral Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant grantor of such Lien);

(f)

information, such as lists of assets, will be provided if, and only to the extent required by local law to be provided to perfect or register the Lien and, when required, shall be provided no more frequently than annually (unless required more frequently under local law) or, following an Event of Default which is continuing, as necessary and appropriate;

(g)

no Lien will be granted over parts, stock, moveable plant, equipment if it would require labelling, segregation or periodic listing or specification of such parts, stocks, moveable plant or equipment;

(h)

perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law equivalent);

(i)

in no event shall control agreements (or perfection by control or similar arrangements) be required with respect to any asset (including deposit or securities account);

(j)

Liens will, where possible and practical, automatically grant security over future assets of the same type as those already secured; where local law requires supplemental pledges to be delivered in respect of future acquired assets in order for effective Liens to be granted over that class of asset, such supplemental pledges shall be provided at intervals no more frequent than twelve months (unless required more frequently under local law to grant such Lien or, following an Event of Default which is continuing, as necessary and appropriate); and

(k)

each Security Document must contain a clause which records that if there is a conflict between the Security Document and this Indenture or any intercreditor agreement then (to the fullest extent permitted by law) the provisions of this Indenture or (as applicable) any intercreditor agreement will take priority over the provisions of the Security Document.

(a)

If a Guarantor grants security over its fixed assets it shall be free to deal with those assets in the course of its business to the extent not prohibited by this Indenture until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(b)

No notice, whether to third parties or by attaching a notice to the fixed assets, shall be prepared or given until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(c)

If required under local law security over fixed assets will be registered subject to the general principles set out in these Agreed Security Principles.

(a)

A Guarantor may grant Liens over its insurance policies (excluding any third party liability or public liability insurance and any directors and officers insurance) in respect of which claims thereunder may be mandatorily prepaid, provided that such insurance policy allows Liens to be so granted.

(b)

If required by local law to perfect the Lien, notice of the Lien will be served on the insurance provider within 10 Business Days of the Lien being granted and the Guarantor shall use its commercially reasonable efforts to obtain an acknowledgement of that notice within 15 Business Days of service. If the Guarantor has used its commercially reasonable efforts but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of that 15 Business Day period.

(c)

No loss payee or other endorsement shall be made on the insurance policy.

(a)

If a Guarantor grants a Lien over its intellectual property it shall be free to deal with those assets in the course of its business (including, without limitation, allowing its intellectual property to lapse if no longer material to its business) to the extent not prohibited by this Indenture until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(b)

No Lien shall be granted over any intellectual property which cannot be secured under the terms of the relevant licensing agreement. No notice shall be prepared or given to any third party from whom intellectual property is licensed until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(c)

If required under local law, Liens over intellectual property will be registered under the law of that Security Document at a relevant supra-national registry (such as the EU) or otherwise at any national (or US State, if applicable) registry subject to the general principles set out in these Agreed Security Principles.

(a)

If a Guarantor grants Liens over its intercompany receivables it shall, subject to the terms of this Indenture and any intercreditor agreement, be free to deal with those receivables in the course of its business until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(b)

If required under local law to perfect the Lien, notice of the Lien will be served on the relevant debtor within 5 Business Days of the Lien being granted and the Guarantor shall obtain an acknowledgement of that notice within 15 Business Days of service.

(c)

If required under local law, Liens over intercompany receivables will be registered subject to the general principles set out in these Agreed Security Principles.

(a)

If a Guarantor grants Liens over its trade receivables it shall be free to deal with those receivables in the course of its business to the extent not prohibited by this Indenture until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(b)

No notice of Liens over its trade receivables may be served until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture.

(c)

No Liens will be granted over any trade receivables which cannot be secured under the terms of the relevant contract.

(d)

If required under local law Liens over trade receivables will be registered subject to the general principles set out in these Agreed Security Principles.

(e)

Save as required under local law, any list of trade receivables required shall not include details of the underlying contracts (but may include non-sensitive generic information to the extent that would allow for the creation of Liens) and as necessary and appropriate to the extent required to grant or perfect Liens and in any event no more frequently than once per calendar year.

(a)

Until the occurrence of an Event of Default under Section 6.01 (Events of Default) of this Indenture, the charging Guarantor will be permitted to retain and to exercise voting rights appertaining to any shares charged by it and the company whose shares have been charged will be permitted to pay dividends upstream on pledged shares to the extent permitted under the Notes Documents with the proceeds to be available to the Issuer and its Subsidiaries.

(b)

Where customary and applicable as a matter of law, on, or as soon as reasonably practicable following execution of the share charge, the original share certificate and stock transfer form executed in blank (or other document evidencing title) will be delivered to the Collateral Agent (at such of its locations as it shall elect) and where required by law the share certificate or shareholders’ register (or other local law equivalent) will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Collateral Agent.

(c)

Unless the restriction is required by law or regulation, the constitutional documents of the company whose shares have been charged will be amended to remove any restriction on the transfer or the registration of the transfer of the shares on the taking or enforcement of the Liens granted over them.

(a)

Unless pursuant to a global security document otherwise being entered into by a Guarantor and subject to these Agreed Security Principles, a Guarantor shall not be required to grant Liens over its real estate.

(b)

Without prejudice to paragraph (a) above, no fixed Liens (or other analogous security interest in the relevant jurisdiction) shall be granted over real property, provided that this shall not restrict any real property being secured under a floating charge (or other similar security) under a global security document of the type referred to in paragraph (a) above which charges all of the assets of the Issuer or a Guarantor but excluding (i) any unregistered real property which, if subject to any such Liens would be required to be registered under the relevant land registry laws and (ii) any leasehold real property that has 25 years or less to run on the lease or has a rack rent payable.

(c)

There will be no obligation to investigate title, provide surveys or other insurance or environmental due diligence.