Form 8-K

8-K — NRG ENERGY, INC.

Accession: 0001104659-26-050486

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001013871

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2612875d4_8k.htm (Primary)

EX-4.2 — EXHIBIT 4.2 (tm2612875d4_ex4-2.htm)

EX-4.5 — EXHIBIT 4.5 (tm2612875d4_ex4-5.htm)

EX-10.1 — EXHIBIT 10.1 (tm2612875d4_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2612875d4_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

April 28, 2026

Date of Report (Date Earliest Event Reported)

NRG ENERGY, INC.

(Exact name of registrant as specified in its

charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-15891

(Commission File Number)

41-1724239

(IRS Employer

Identification No.)

1301 McKinney Street, Houston, Texas

77010

(Address of Principal Executive Offices)

(Zip Code)

(713)

537-3000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, par value $0.01

NRG

New York Stock Exchange

Common stock, par value $0.01

NRG

NYSE Texas

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

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

Emerging growth company ¨

If an emerging

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

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

Item 1.01.

Entry into a Material Definitive Agreement.

Senior Secured First Lien Notes due 2031 and Senior Notes due 2034

and 2036

On April 28, 2026, NRG Energy,

Inc., a Delaware corporation (the “Company”), sold and issued $500 million aggregate principal amount of 4.955% senior secured

first lien notes due 2031 (the “Secured Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among

the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named

therein. In addition, on April 28, 2026, the Company sold and issued (1) $1,050 million aggregate principal amount of 5.875% senior notes

due 2034 (the “2034 Notes”) and (2) $1,050 million aggregate principal amount of 6.125% senior notes due 2036 (the “2036

Notes” and, together with the 2034 Notes, the “Unsecured Notes” and, collectively with the Secured Notes, the “Notes”)

pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global

Markets Inc., as representative of the several initial purchasers named therein.

The Notes are guaranteed by

each of the Company’s current and future wholly-owned U.S. subsidiaries that guarantee the loans under the Company’s credit

agreement. The Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit

of the lenders under the Company’s credit agreement and existing senior secured notes, which collateral consists of a substantial

portion of the property and assets owned by the Company and the guarantors.

The Secured Notes were issued

under a base indenture, dated October 8, 2025 (the “Secured Notes Base Indenture”), between the Company and Deutsche Bank

Trust Company Americas, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated April 28, 2026 (the

“Secured Notes Supplemental Indenture”), among the Company, the guarantors named therein and the Trustee. The Unsecured Notes

were issued under a base indenture, dated October 8, 2025 (the “Unsecured Notes Base Indenture”), between the Company and

the Trustee, as supplemented by a supplemental indenture, dated April 28, 2026 (the “Unsecured Notes Supplemental Indenture”),

among the Company, the guarantors named therein and the Trustee. The Secured Notes mature on April 30, 2031 and bear interest at a rate

of 4.955% per annum, payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2026. The 2034

Notes mature on May 15, 2034 and bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on May 15 and November

15 of each year, commencing on November 15, 2026. The 2036 Notes mature on May 15, 2036 and bear interest at a rate of 6.125% per annum,

payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2026.

The sale of the Notes was

not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement

basis to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and

outside the United States to non-U.S. persons in compliance with Regulation S promulgated under the Securities Act.

The

Company intends to use a portion of the net proceeds from the notes offerings, and the proceeds of the Incremental Term Loan B Facility

(as defined below) to repay a portion of the outstanding borrowings under the Company’s revolving credit facility and to pay the

tender price of the Company’s previously announced tender offer (the “Lightning Tender Offer”) through the Company’s

wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), for Lightning’s outstanding 7.250% senior secured notes

due 2032 (the “Lightning Notes”), to pay estimated transaction fees, expenses and premiums and, to use the remainder, if any,

for general corporate purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of the Company, Lightning

or any of their respective subsidiaries.

The foregoing description

is qualified in its entirety by reference to the full text of the Secured Notes Base Indenture, the Secured Notes Supplemental Indenture,

the Unsecured Notes Base Indenture, the Unsecured Notes Supplemental Indenture and the forms of each series of the Notes, copies of which

are filed as Exhibits 4.1, 4.2, 4.4, 4.5, 4.3, 4.6 and 4.7, respectively, to this Current Report and each of which is incorporated by

reference into this Item 1.01.

Sixteenth Amendment to Amended and Restated

Credit Agreement

On April 28, 2026, the Company,

as borrower, and certain subsidiaries of the Company, as guarantors, entered into the Sixteenth Amendment (the “Sixteenth Amendment”)

to the Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit Agreement”) with, among others,

Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions,

as lenders, which amended the Credit Agreement, in order to (i) establish a new term loan B facility with borrowings of $900.0 million

in aggregate principal amount (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term

B Loans”) and (ii) make certain other modifications to the Credit Agreement with respect to implementing the Incremental Term Loan

B Facility as set forth therein. The proceeds from the Incremental Term B Loans will be used, among other things, to repay the

outstanding borrowings under the Company’s revolving credit facility.

At the Company’s election,

the Incremental Term B Loans will bear interest at a rate per annum equal to either (1) the Alternate Base Rate (as defined in the Credit

Agreement), plus 0.75%, or (2) Term SOFR (as defined in the Credit Agreement and which rate will not be less than 0% per annum) for a

one-, three- or six-month interest period or such other period as agreed to by the Agent and the lenders, as selected by the Company,

plus 1.75%.

The Incremental Term Loan

B Facility is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s existing credit facilities under

the Credit Agreement and is secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets,

in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.

The Incremental Term B Loans

have a final maturity date of April 28, 2033 and amortize at a rate of 1% per annum.

If an event of default occurs

under the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest

and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration

of applicable cure periods.

The Incremental Term Loan

B Facility also provides for the same asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends,

investments, indebtedness, and other matters as set forth in the existing Credit Agreement.

The foregoing description

of the Sixteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixteenth

Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03.

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

The disclosures under Item

1.01 of this Current Report are also responsive to this Item 2.03 and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On April 28, 2026, the Company

issued a press release announcing (i) the results of the Lightning Tender Offer and an early settlement date of April 29, 2026, and (ii)

that Lightning had issued a notice of redemption to redeem all of the outstanding Lightning Notes (after giving effect to the purchase

of tendered Lightning Notes on such early settlement date). A copy of the press release is attached hereto as Exhibit 99.1, and incorporated

by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2025, File No. 001-15891).

4.2

Third Supplemental Indenture, dated April 28, 2026, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes.

4.3

Form of 4.955% Senior Secured First Lien Notes due 2031 (incorporated by reference to Exhibit 4.2 filed herewith).

4.4

Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2025, File No. 001-15891).

4.5

Third Supplemental Indenture, dated April 28, 2026, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes.

4.6

Form of 5.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.5 filed herewith).

4.7

Form of 6.125% Senior Notes due 2036 (incorporated by reference to Exhibit 4.5 filed herewith).

10.1

Sixteenth Amendment to Second Amended and Restated Credit Agreement, dated as of April 28, 2026, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

99.1

Press Release, dated April 28, 2026, announcing Early Results of Cash Tender Offer and Consent Solicitation.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 28, 2026

NRG ENERGY, INC.

(Registrant)

By:

/s/ Christine A. Zoino

Name: Christine A. Zoino

Title: Corporate Secretary

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2612875d4_ex4-2.htm · Sequence: 2

Exhibit 4.2

Execution Version

NRG ENERGY, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

4.955% SENIOR SECURED FIRST LIEN NOTES DUE 2031

THIRD SUPPLEMENTAL INDENTURE

Dated as of April 28, 2026

Deutsche Bank Trust Company Americas

Trustee

Table of Contents

Page

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.

Section 1.02

Other Definitions.

Section 1.03

[Reserved].

Section 1.04

Rules of Construction.

Section 1.05

Relationship with Base Indenture

Article 2

THE NOTES

Section 2.01

Form and Dating.

Section 2.02

Execution and Authentication.

Section 2.03

Holder Lists.

Section 2.04

Transfer and Exchange.

Section 2.05

Issuance of Additional Notes.

Article 3

REDEMPTION AND PREPAYMENT

Section 3.01

Notices to Trustee.

Section 3.02

Selection of Notes to Be Redeemed or Purchased.

Section 3.03

Notice of Redemption.

Section 3.04

Effect of Notice of Redemption.

Section 3.05

Deposit of Redemption or Purchase Price.

Section 3.06

Notes Redeemed or Purchased in Part.

Section 3.07

Optional Redemption.

Section 3.08

Mandatory Redemption.

Article 4

COVENANTS

Section 4.01

Payment of Notes.

Section 4.02

Maintenance of Office or Agency.

Section 4.03

Reports.

Section 4.04

Compliance Certificate.

Section 4.05

Taxes.

Section 4.06

Stay, Extension and Usury Laws.

Section 4.07

Liens.

Section 4.08

Corporate Existence.

Section 4.09

Offer to Repurchase Upon Change of Control Triggering Event.

Section 4.10

Right to Redeem for a Tax Credit Event.

Section 4.11

Additional Subsidiary Guarantees.

Section 4.12

Measuring Compliance.

Article 5

SUCCESSORS

Section 5.01

Merger, Consolidation or Sale of Assets.

Section 5.02

Successor Corporation Substituted.

Article 6

DEFAULTS AND REMEDIES

Section 6.01

Events of Default.

Section 6.02

Acceleration.

Section 6.03

Other Remedies

Section 6.04

Waiver of Past Defaults.

Section 6.05

Control by Majority.

Section 6.06

Limitation on Suits.

Section 6.07

Rights of Holders of Notes to Receive Payment.

Section 6.08

Collection Suit by Trustee.

Section 6.09

Trustee May File Proofs of Claims.

Section 6.10

Priorities.

Section 6.11

Undertaking for Costs.

Article 7

TRUSTEE

Section 7.01

Compensation and Indemnity.

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance.

Section 8.02

Legal Defeasance and Discharge.

Section 8.03

Covenant Defeasance.

Section 8.04

Conditions to Legal or Covenant Defeasance.

Section 8.05

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

Section 8.06

Repayment to Company.

Section 8.07

Reinstatement.

Article 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes.

Section 9.02

With Consent of Holders of Notes.

Section 9.03

[Reserved].

Section 9.04

Revocation and Effect of Consents.

Section 9.05

Notation on or Exchange of Notes.

Section 9.06

Trustee to Sign Amendments, etc.

Article 10

SUBSIDIARY GUARANTEES

Section 10.01

Guarantee.

Section 10.02

Limitation on Guarantor Liability.

Section 10.03

Execution and Delivery of Subsidiary Guarantee.

Section 10.04

Guarantors May Consolidate, etc., on Certain Terms.

Section 10.05

Releases.

Article 11

SATISFACTION AND DISCHARGE

Section 11.01

Satisfaction and Discharge.

Section 11.02

Application of Trust Money.

Article 12

MISCELLANEOUS

Section 12.01

[Reserved].

Section 12.02

Notices.

Section 12.03

[Reserved].

Section 12.04

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

Section 12.05

Governing Law.

Section 12.06

No Adverse Interpretation of Other Agreements.

Section 12.07

Successors.

Section 12.08

Severability.

Section 12.09

Counterpart Originals.

Section 12.10

Table of Contents, Headings, etc.

EXHIBITS

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE—ADDITIONAL SUBSIDIARY GUARANTEE

iii

THIRD SUPPLEMENTAL INDENTURE,

dated as of April 28, 2026 (this “Supplemental Indenture”), by and among NRG Energy, Inc., a Delaware corporation

(the “Company”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York Banking corporation,

as trustee (the “Trustee”).

The Company has heretofore

executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the “Base Indenture”), between

the Company and the Trustee, and a second supplemental indenture, dated as of February 19, 2026 (the “Second Supplemental

Indenture” and, together with the Base Indenture, the “Existing Indenture”; the Existing Indenture, as supplemented

by the Supplemental Indenture is herein referred to as the “Indenture”) among the Company, the Guarantors and the

Trustee, providing for the issuance from time to time of one or more series of the Company’s securities.

The Company and the Guarantors

desire and have requested the Trustee, pursuant to Section 9.01 of the Base Indenture, to join with them in the execution and delivery

of this Supplemental Indenture in order to supplement the Base Indenture as and to the extent set forth herein to provide for the issuance

and terms of the Notes (as defined below).

Section 9.01 of the

Base Indenture provides that the Company and the Trustee, without the consent of any holders of the Company’s Securities, may amend

or waive certain terms and covenants in the Indenture as otherwise permitted under the Base Indenture.

The execution and delivery

of this Supplemental Indenture has been duly authorized by a Board Resolution of the Company and each of the Guarantors.

All conditions and requirements

necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed

and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

The Company, the Guarantors

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

of the 4.955% Senior Secured First Lien Notes due 2031 (the “Notes”):

Article 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01           Definitions.

For all purposes of this

Supplemental Indenture, the following terms will have the respective meanings set forth in this Section 1.01.

“144A Global Note”

means a Global Note substantially in the form of Exhibit A hereto bearing the Global 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.

“2026 Notes”

means the Notes and the Senior Notes.

“Additional Indebtedness”

means Indebtedness of the Company for borrowed money (excluding Indebtedness under the Credit Agreement) under any debt securities or

term loans broadly syndicated to institutional investors in a principal amount in excess of $500.0 million.

“Additional Notes”

means additional Notes of a Series (other than the Initial Notes of such Series) issued from time to time under this Supplemental

Indenture in accordance with Section 2.05 hereof, as part of the same Series as the Initial Notes of such Series.

“Affiliate”

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

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

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

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

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

“Agent”

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

“Aggregate Secured

Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company and the Guarantors

secured by Liens on any property or assets of the Company or any of the Guarantors (other than Permitted Post-Release Liens) in the amount

that would be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP; provided that

(i) Aggregate Secured Debt will include only the amount of payments that the Company or any of the Guarantors is required to make,

on the date Aggregate Secured Debt is being determined, as a result of any early termination or similar event on such date of determination

and (ii) for the avoidance of doubt, Aggregate Secured Debt will not include the undrawn amount of any outstanding letters of credit.

“Applicable Laws”

means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination, ruling or other directive by or from a

court, arbitrator or other governmental authority, including the Electric Reliability Council of Texas, or any other entity succeeding

thereto, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its

property or assets is subject.

“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.

“Bankruptcy Law”

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

“Base Indenture”

has the meaning set forth in the preamble to this Supplemental Indenture, as amended, supplemented or otherwise modified from time to

time in accordance with the terms thereof.

“Beneficial Owner”

has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns”

and “Beneficially Owned” have a corresponding meaning.

“Board of Directors”

means:

(1)            with

respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such

board;

(2)            with

respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)            with

respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)            with

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

“Board Resolution”

means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of

Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and

delivered to the Trustee.

“Business Day”

means any day other than a Legal Holiday.

“Capital Lease Obligation”

means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time

be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last

payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without

payment of a penalty.

“Capital Stock”

means:

(1)            in

the case of a corporation, corporate stock;

(2)            in

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

of corporate stock;

(3)            in

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

(4)            any

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

of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether

or not such debt securities include any right of participation with Capital Stock.

“Change of Control”

means the occurrence of any of the following:

(1)            the

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

of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person”

(as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of the Company or any of

its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan);

(2)            the

consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”

(as defined above), other than a corporation owned directly or indirectly by the stockholders of the Company in substantially the same

proportion as their ownership of stock of the Company prior to such transaction, becomes the Beneficial Owner, directly or indirectly,

of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

Notwithstanding the preceding or any provision

of Rule 13d of the Exchange Act, (i) a “person” or “group” shall not be deemed to Beneficially Own

securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement

related thereto) until the consummation of the transactions contemplated by such agreement, (ii) a Person or “group”

will not be deemed to Beneficially Own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities

of such other Person’s Parent Entity (or related contractual rights) unless it owns more than 50.0% of the total voting power of

the Voting Stock of such Parent Entity, and (iii) the right to acquire Voting Stock (so long as such Person does not have the right

to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of

Voting Stock will not cause a party to be a “Beneficial Owner.”

“Change of Control

Triggering Event” means, with respect to Notes of a Series, (i) a Change of Control has occurred and (ii) the Notes

of such Series are downgraded by both Rating Agencies on any date during the 60-day period commencing after the earlier of (a) the

occurrence of a Change of Control and (b) public disclosure by the Company of the Company’s intention to effect a Change of

Control; provided, however, that a particular reduction in rating will not be deemed to have occurred in respect of a particular Change

of Control (and thus will not constitute a Change of Control Triggering Event) if the Rating Agencies making the reduction in rating

to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s

or the Trustee’s request that such downgrade was the result of the applicable Change of Control (whether or not the applicable

Change of Control has occurred at the time of such downgrade); provided further that no Change of Control Triggering Event shall occur

if following such downgrade, (x) the Notes of such Series are rated Investment Grade by both Rating Agencies or (y) the

ratings of the Notes of such Series by both Rating Agencies are equal to or better than their respective ratings on the Issue Date.

“Clearstream”

means Clearstream Banking, S.A.

“Collateral Agreement”

means the Second Amended and Restated Guarantee and Collateral Agreement, dated as of June 30, 2016, among the Company, each Subsidiary

of the Company party thereto, the Collateral Trustee, Citicorp North America, as collateral agent, and the other parties thereto from

time to time, as amended, amended and restated, supplemented, waived, modified, renewed or replaced from time to time.

“Collateral Trust

Agreement” means the Second Amended and Restated Collateral Trust Agreement dated as of July 1, 2011 among the Company,

the other Grantors, Deutsche Bank Trust Company Americas, as the Priority Collateral Trustee and Second Lien Collateral Trustee, and

the other persons party thereto (as amended, including pursuant to the amendments dated as of February 6, 2013, June 4, 2013

and August 20, 2020, and the Collateral Trust Joinder, dated as of November 20, 2020, and as further amended, amended and restated,

supplemented, waived, modified, renewed or replaced from time to time).

“Collateral Trustee”

means each of the Priority Collateral Trustee and the Second Lien Collateral Trustee, or both, as the context may require.

“Commodity Hedging

Agreements” means certain specified commodity hedging agreements identified in the Credit Agreement and any other agreement

(including each confirmation or transaction entered into or consummated pursuant to any Master Agreement) providing for swaps, caps,

collars, puts, calls, floors, futures, options, spots, forwards, any physical or financial commodity contracts or agreements, power purchase,

sale or exchange agreements, fuel purchase, sale, exchange or tolling agreements, emissions and other environmental credit purchase or

sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, netting agreements, commercial

or trading agreements, capacity agreements or weather derivatives agreements, each with respect to, or involving the purchase, exchange

(including an option to purchase or exchange), transmission, distribution, sale, lease, transportation, storage, processing or hedge

of (whether physical, financial, or a combination thereof), any Covered Commodity, service or risk, price or price indices for any such

Covered Commodities, services or risks or any other similar agreements, any renewable energy credits, emission, carbon and other environmental

credits and any other credits, assets or attributes, howsoever entitled or designated, including related to any “cap and trade”,

renewable portfolio standard or similar program with an economic value, and any other similar agreements, in each case, entered

into by the Company or any other Grantor.

“Commodity Hedging

Obligations” means, with respect to any specified Person, the obligations of such Person under a Commodity Hedging Agreement.

“Company”

means NRG Energy, Inc., and any and all successors thereto.

“Consolidated Cash

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

plus, without duplication:

(1)            an

amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of Indebtedness or any net loss on the

disposition of assets), to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2)            provision

for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes

was deducted in computing such Consolidated Net Income; plus

(3)            the

Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such

Consolidated Net Income; plus

(4)            any

expenses or charges related to any equity offering, investment, acquisition, disposition, recapitalization or Indebtedness permitted

to be incurred by this Indenture including a refinancing thereof (whether or not successful), the offering of the 2026 Notes and the

Credit Agreement, and deducted in computing Consolidated Net Income; plus

(5)            any

professional and underwriting fees related to any equity offering, investment, acquisition, recapitalization or Indebtedness permitted

to be incurred under this Indenture and, in each case, deducted in such period in computing Consolidated Net Income; plus

(6)            the

amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to

the holders of such minority interests); plus

(7)            any

non-cash gain or loss attributable to mark-to-market adjustments in connection with Hedging Obligations; plus

(8)            without

duplication, any writeoffs, writedowns or other non-cash charges reducing Consolidated Net Income for such period, excluding any such

charge that represents an accrual or reserve for a cash expenditure for a future period; plus

(9)            all

items classified as extraordinary, unusual or nonrecurring non-cash losses or charges (including, without limitation, severance, relocation

and other restructuring costs), and related tax effects according to GAAP to the extent such non-cash charges or losses were deducted

in computing such Consolidated Net Income; plus

(10)          depreciation,

depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in

a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual

of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such

Person and its Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses

were deducted in computing such Consolidated Net Income; plus

(11)          at

the election of the Company, any other adjustment that is permitted under the definition of “Consolidated Cash Flow” in the

Credit Agreement; minus

(12)          non-cash

items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP (including, without limitation, any increase in amortization

or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to any acquisition that is

consummated after the Issue Date); minus

(13)          interest

income for such period.

“Consolidated Net

Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its

Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)            the

Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to

the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments but excluding concurrent

cash distributions) paid in cash to the specified Person or a Subsidiary of the Person;

(2)            the

cumulative effect of a change in accounting principles will be excluded;

(3)            any

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

(including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;

(4)            any

non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other

rights to officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;

(5)            any

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

discontinued operations shall be excluded;

(6)            any

gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded; and

(7)            any

impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor pronouncement

shall be excluded.

“Consolidated Net

Tangible Assets” means the total consolidated assets of the Company and its Subsidiaries, less the sum of goodwill and other

intangible assets, in each case determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet

of the Company and calculated on a pro forma basis in a manner consistent with the adjustments set forth in the definition of “Secured

Leverage Ratio.”

“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 of the Trustee” means (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank Trust Company

Americas, c/o DB Services Americas, Inc., 5201 Gate Parkway, 1st Floor, Mail Stop JCK-01-218, Jacksonville, FL 32256 USA, Email:

transfer.operations@db.com, Attn: Transfer Department and (ii) for all other purposes, at the address of the Trustee specified in

Section 12.02 or such other address as to which the Trustee may give written notice to the Company.

“Covered Commodity”

means any energy, electricity, generation capacity, power, heat rate, congestion, natural gas, nuclear fuel (including enrichment and

conversion), diesel fuel, fuel oil, other petroleum-based liquids, coal, lignite, weather, emissions and other environmental credits,

assets or attributes, waste by-products, renewable energy credit, or other energy related commodity or service (including ancillary services

and related risks (such as location basis or other commercial risks)).

“Credit Agreement”

means the Second Amended and Restated Credit Agreement, dated June 30, 2016, among the Company, APX Group LLC, the lenders party

thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and various other parties acting as joint bookrunner,

joint lead arranger or in various agency capacities, as amended through the Issue Date and as may be further amended, restated, modified,

renewed, refunded, replaced or refinanced from time to time.

“Credit Facilities”

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

financing arrangements, in each case providing for revolving credit loans, term loans, debt securities, notes, credit-linked deposits

(or similar deposits), receivables financing (including through the sale of receivables to such lenders or to special purpose entities

formed to borrow from such lenders against such receivables) or letters of credit and/or (ii) Hedging Obligations with any counterparties,

in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities

to investors) in whole or in part from time to time.

“Custodian”

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

“Default”

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

“Definitive Note”

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

Definitive Notes will be substantially in the form of Exhibit A hereto except that such Note shall not bear the Global 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 of

the Base Indenture as the Depositary, and any and all successors thereto appointed as depositary hereunder and having become such pursuant

to the applicable provision of the Indenture.

“Derivative Instrument”

with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which

such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment

in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Company (the “Performance References”).

“Domestic Subsidiary”

means any wholly-owned Subsidiary of the Company that was formed under the laws of the United States of America or any state of the United

States of America or the District of Columbia.

“Environmental CapEx

Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital expenditures

to the extent deemed reasonably necessary, as determined by the Company or any of its Subsidiaries, as applicable, in good faith and

pursuant to prudent judgment, to comply with applicable Environmental Laws.

“Environmental Laws”

means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances

and codes, and legally binding decrees, judgments, directives and orders (including consent orders), in each case, relating to protection

of the environment, natural resources, occupational health and safety or the presence, release of, or exposure to, hazardous materials,

substances or wastes, or the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling

or handling of, or the arrangement for such activities with respect to, hazardous materials, substances or wastes.

“Equity Interests”

means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible

into, or exchangeable for, Capital Stock).

“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.

“Existing Indenture”

has the meaning set forth in the preamble to this Supplemental Indenture, as amended, supplemented or otherwise modified from time to

time in accordance with the terms thereof.

“Existing Liens”

means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this Supplemental Indenture

securing Indebtedness of the Company or any of its Subsidiaries (other than Liens incurred pursuant to clause (1) of the definition

of “Permitted Liens”).

“Fitch”

means Fitch Ratings Inc. or any successor entity.

“Fixed Charges”

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

(1)            the

consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation,

amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment

obligations, the interest component of all payments associated with Capital Lease Obligations, and net of the effect of all payments

made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)            the

consolidated interest of such Person and its Subsidiaries that was capitalized during such period; plus

(3)            any

interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien

on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)            the

product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person

or any of its Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of the Company or to the Company or

a Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then

current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated

basis and in accordance with GAAP; minus

(5)            interest

income for such period.

“GAAP”

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

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

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

effect from time to time; provided that (i) any lease that would not be considered a capital lease pursuant to GAAP prior

to the effectiveness of Accounting Standards Codification 842 (whether or not such lease was in effect on such date) shall be treated

as an operating lease for all purposes under the Indenture and shall not be deemed to constitute a capitalized lease or Indebtedness

hereunder and (ii) if the Company notifies the Trustee that it desires to eliminate the effect of any change occurring after the

Issue Date in GAAP or in the application thereof on the operation of any provision of the Indenture (an “Accounting Change”),

regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision

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

notice shall have been withdrawn or such provision amended in accordance herewith.

“Global Legend”

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

this Supplemental Indenture.

“Global Notes”

means, individually and collectively, each Restricted Global Note and each Unrestricted Global Note deposited with or on behalf of and

registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule of Exchanges of

Interests in the Global Security” attached thereto, issued in accordance with Section 2.01, Section 2.04(b)(3),

Section 2.04(b)(4), Section 2.04(d)(2), or Section 2.04(f) hereof.

“Government Securities”

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

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

not callable or redeemable at the issuer’s option.

“Grantor”

means NRG and each of the other Guarantors.

“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, with respect to the Notes of a Series, each of:

(1)            the

Company’s Subsidiaries that Guarantee the Notes of such Series on the date of this Supplemental Indenture, until such time

as they are released pursuant Section 10.05 of this Supplemental Indenture; and

(2)            any

other Subsidiary that executes a Subsidiary Guarantee with respect to the Notes of such Series in accordance with the provisions

of this Supplemental Indenture,

and their respective successors

and assigns.

“Hedging Obligations” means,

with respect to any specified Person,

(1)            all

Interest Rate/Currency Hedging Obligations;

(2)            all

Commodity Hedging Obligations;

(3)            the

Obligations and other obligations under any and all other rate swap transactions, basis swaps, credit derivative transactions, forward

transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options, cap transactions, floor transactions,

collar transactions or any other similar transactions or any combination of any of the foregoing (including any options to enter into

the foregoing), whether or not such transaction is governed by or subject to any Master Agreement; and

(4)            the

Obligations and other obligations under 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.

(or any successor thereof), 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, in each case under clauses (1), (2), (3) and (4), entered into by such Person.

“Holder”

means a Person in whose name a Note is registered.

“IAI Global Note”

means a Global Note substantially in the form of Exhibit A hereto bearing the Global 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.

“Indebtedness”

means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, except as

provided in clause (5) below, and surety bonds), whether or not contingent:

(1)            in

respect of borrowed money;

(2)            evidenced

by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)            in

respect of banker’s acceptances;

(4)            representing

Capital Lease Obligations in respect of sale and leaseback transactions;

(5)            representing

the balance of deferred and unpaid purchase price of any property or services with a scheduled due date more than six months after such

property is acquired or such services are completed; or

(6)            representing

the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and

Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness”

includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed

by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any

other Person; provided that the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by

such Lien and the value of the Person’s property securing such Lien.

“Indenture”

means the Existing Indenture, as amended or supplemented by this Supplemental Indenture, governing the Notes, in each case, as amended,

supplemented or otherwise modified from time to time in accordance with its respective terms.

“Indirect Participant”

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

“Initial Notes”

means the first $500,000,000 in aggregate principal amount of Notes issued under this Supplemental Indenture on the Issue Date.

“Institutional Accredited

Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or

(7) under the Securities Act, who are not also QIBs.

“Interest Rate/Currency

Hedging Obligations” means, with respect to the Company and the other Grantors, the Obligations and any other obligations under

(i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest

rate collar agreements, interest rate floor transactions or any other similar transactions or any combination of any of the foregoing

(including any options to enter into the foregoing), whether or not such transaction is governed by or subject to any Master Agreement,

(ii) any other agreements or arrangements designed to manage interest rates or interest rate risk and (iii) any agreements

or arrangements designed to protect the Company or any other Grantor against fluctuations in currency exchange rates, including currency

swap transactions, cross-currency rate swap transactions, currency options, spot contracts, forward foreign exchange transactions or

any other similar transactions or any combination of any of the foregoing (including any options to enter into the foregoing), whether

or not such transaction is governed by or subject to any Master Agreement, in each case under clauses (i), (ii) and (iii), entered

into by the Company or any other Grantor and not for speculative purposes.

“Investment Grade”

means a rating of (i) Baa3 or better by Moody’s, (ii) BBB- or better by S&P, (iii)           BBB-

or better by Fitch, (iv) the equivalent of such rating by such organization, or (v) if another Rating Agency has been selected

by the Company, the equivalent of such rating by such other Rating Agency.

“Investment Grade

Event” means, with respect to the Notes, (i) the senior, unsecured, non-credit enhanced, long-term debt securities of

the Company are rated Investment Grade by both Rating Agencies; (ii) the Notes are rated Investment Grade by both Rating Agencies

after giving effect to the proposed release of all of the Collateral securing the Notes and (iii) no Event of Default shall have

occurred and be continuing with respect to the Notes.

“Issue Date”

means April 28, 2026.

“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 not a Business Day, payment may be made on the next succeeding

day that is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect

as if made on such payment date.

“Lien”

means, with respect to any asset:

(1)            any

mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral

assignment, charge or security interest in, on or of such asset;

(2)            the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease

having substantially the same economic effect as any of the foregoing) relating to such asset; and

(3)            in

the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such Equity

Interests or debt securities.

“Long Derivative

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

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

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

“Master Agreement”

has the meaning ascribed to such term in the definition of “Hedging Obligations.”

“Moody’s”

means Moody’s Investors Service, Inc. or any successor entity.

“Nationally Recognized

Statistical Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62)

under the Exchange Act.

“Necessary CapEx

Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital expenditures

(other than capital expenditures financed by Environmental CapEx Debt) that are required by Applicable Law or are undertaken for health

and safety reasons. The term “Necessary CapEx Debt” does not include any Indebtedness incurred for the purpose of financing

capital expenditures undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

“Net Income”

means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any

reduction in respect of preferred stock dividends or accretion, excluding, however:

(1)            any

gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with the disposition of any

securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries;

and

(2)            any

extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Short”

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

Instruments exceeds the sum of (x) the value of its Notes of an applicable Series plus (y) the value of its Long Derivative

Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure

to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to

the Company or any Guarantor immediately prior to such date of determination.

“Non-Recourse Debt”

means, with respect to the Notes of any Series, Indebtedness as to which neither the Company nor any of the Guarantors of such Series is

liable as a guarantor or otherwise.

“Note Security Documents”

means the Collateral Agreement (including any joinder thereto) and any mortgages, security agreements, pledge agreements or other instruments

evidencing or creating Liens on the assets of the Company and the Guarantors to secure the obligations under the Notes and the Indenture,

as amended, amended and restated, supplemented, waived, modified, renewed or replaced from time to time.

“Non-U.S. Person”

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

“Notes”

has the meaning assigned to it in the preamble to this Supplemental Indenture. The Initial Notes of a Series and the Additional

Notes of such Series shall be treated as a single class for all purposes under this Supplemental Indenture, and unless the context

otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes of the applicable Series.

“Obligations”

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

governing any Indebtedness.

“Offering Memorandum”

means the Offering Memorandum, dated April 14, 2026, related to the issuance and sale 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 Chief Accounting Officer, the General Counsel, the Treasurer, any Assistant Treasurer,

the Secretary, the Controller, Assistant Secretary or any Vice-President of such Person.

“Officer’s

Certificate” means a certificate signed on behalf of the Company by one of its Officers and that meets the requirements of

Section 11.05 of the Base Indenture.

“Opinion of Counsel”

means an opinion from legal counsel that meets the requirements of Section 11.05 of the Base Indenture, subject to customary qualifications

and exclusions. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“Original Issue

Discount Legend” means the legend set forth in Section 2.04(f)(3) hereof to be placed on all Notes issued

under this Indenture, if applicable.

“Parent Entity”

means any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of the Company.

“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).

“Performance References”

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

“Permitted Liens”

means:

(1)            Liens

securing Indebtedness of the Company or any Guarantor under one or more Credit Facilities in an aggregate principal amount, measured

as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not exceeding the greater of (a) 42.0%

of Total Assets and (b) $15.0 billion;

(2)            Existing

Liens;

(3)            Liens

securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the date hereof, (b) is

merged or amalgamated with or into the Company or any of its Subsidiaries after the date hereof or (c) becomes consolidated in the

financial statements of the Company or any of its Subsidiaries after the date hereof in accordance with GAAP; provided, however,

that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation of such acquisition, merger, amalgamation

or consolidation and is only secured by Liens on the Equity Interests and assets of, the Person (and Subsidiaries of the Person) acquired

by, or merged or amalgamated with or into, or consolidated in the financial statements of, the Company or any of its Subsidiaries;

(4)            Liens

securing Indebtedness of the Company or any Guarantor incurred to finance (whether prior to or within 365 days after) the acquisition,

construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests

of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness

is only secured by Liens on the Equity Interests and assets acquired, constructed or improved in such financing (and related contracts,

intangibles, and other assets that are incidental thereto or arise therefrom (including accessions thereto and replacements or proceeds

thereof));

(5)            Liens

in favor of the Company or any of its Subsidiaries;

(6)            Liens

securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (as determined by the

Company in its reasonable discretion acting in good faith);

(7)            Liens

relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;

(8)            Liens

to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with

the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;

(9)            Liens

encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company

or any Guarantor, including rights of offset and set-off;

(10)          Liens

arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment of any

obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment of such obligations

is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations is conditional

on cash flow from such property or assets;

(11)          Refinancing

Liens;

(12)          Liens

on the stock or assets of Project Subsidiaries securing Project Debt or tax equity financing of one or more Project Subsidiaries;

(13)          Liens

for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith, provided that appropriate

reserves required pursuant to GAAP have been made in respect thereof;

(14)          Liens

securing the Notes (other than any additional Notes) and the related Note Guarantees;

(15)          Liens

securing Indebtedness of the Company or any Guarantor in an aggregate principal amount, measured as of the date of creation of any such

Lien and the date of incurrence of any such Indebtedness; provided that after giving effect to the incurrence of such Indebtedness

and the application of the proceeds therefrom, the Secured Leverage Ratio would not exceed 3.5 to 1.0; and

(16)          other

Liens, in addition to those permitted in clauses (1) through (15) above, securing Indebtedness having an aggregate principal amount,

measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not to exceed the greatest

of (i) 5% of Total Assets, (ii) $1.7 billion and (iii) 40% of Consolidated Cash Flow.

Liens securing Indebtedness

under the Credit Agreement existing on the date of this Supplemental Indenture will be deemed to have been incurred on such date in reliance

on the exception provided by clause (1) above. For purposes of determining compliance with this “Liens” covenant, in

the event that a Lien meets the criteria of more than one of the categories described in clauses (1) through (16) above, the Company

(a) will be permitted, in its sole discretion, to (i) classify such Lien on the date of incurrence and may later reclassify

such Lien in any manner (based on the circumstances existing at the time of any such reclassification) and (ii) divide and redivide

the amount of such Lien arising among more than one of such clauses and (b) will only be required to include such Lien in one of

any such clauses.

With respect to any Lien

securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall

also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean

any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization

of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common

stock of the Company, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class,

accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result

of increases in the value of property securing Indebtedness described in the last paragraph of the definition of “Indebtedness.”

“Permitted Post-Release

Liens” means:

(1)            Liens

securing Obligations in respect of Notes outstanding on the effective date of the Release Event;

(2)            Liens

in effect as of the effective date of the Release Event (other than Permitted Liens incurred pursuant to clause (1) or (16) of the

definition thereof);

(3)            Liens

securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the date hereof, (b) is

merged or amalgamated with or into the Company or any of its Subsidiaries after the date hereof or (c) becomes consolidated in the

financial statements of the Company or any of its Subsidiaries after the date hereof in accordance with GAAP; provided, however,

that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation of such acquisition, merger, amalgamation

or consolidation and is only secured by Liens on the Equity Interests and assets of, the Person (and Subsidiaries of the Person) acquired

by, or merged or amalgamated with or into, or consolidated in the financial statements of, the Company or any of its Subsidiaries;

(4)            Liens

securing Indebtedness of the Company or any Guarantor incurred to finance (whether prior to or within 24 months after) the acquisition,

construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests

of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness

is only secured by Liens on the Equity Interests and assets acquired, constructed or improved in such financing (and related contracts,

intangibles, and other assets that are incidental thereto or arise therefrom (including accessions thereto and replacements or proceeds

thereof));

(5)            Liens

in favor of the Company or any of its Subsidiaries;

(6)            Liens

securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (as determined by the

Company in its reasonable discretion acting in good faith);

(7)            Liens

relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;

(8)            Liens

to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with

the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;

(9)            Liens

encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company

or any Guarantor, including rights of offset and set-off;

(10)          Liens

arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment of any

obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment of such obligations

is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations is conditional

on cash flow from such property or assets;

(11)          Refinancing

Liens; and

(12)          Liens

on the stock or assets of Project Subsidiaries securing Project Debt or tax equity financing of one or more Project Subsidiaries.

“Person”

means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,

limited liability company or government or other entity.

“Principal Property”

means any building, structure or other facility, and all related property, plant or equipment or other long-term assets used or useful

in the ownership, development, construction or operation of such building, structure or other facility owned or leased by the Company

or any Guarantor and having a net book value in excess of 2.0% of Total Assets, except any such building, structure or other facility

(or related property, plant or equipment) that in the reasonable opinion of the Company is not of material importance to the business

conducted by the Company and its consolidated Subsidiaries, taken as a whole.

“Priority Collateral Trustee”

means Deutsche Bank Trust Company Americas, acting as priority collateral trustee under the Collateral Trust Agreement, or its successors

appointed in accordance with the terms thereof.

“Private Placement

Legend” means the legend set forth in Section 2.04(f)(1) hereof to be placed on all Notes issued under this

Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost

Savings” means, without duplication, with respect to any period, reductions in costs and related adjustments that have been

actually realized or are projected by the Company’s Chief Financial Officer, the treasurer or another accounting officer in good

faith to result from reasonably identifiable and factually supportable actions or events, but only if such reductions in costs and related

adjustments are so projected by the Company to be realized during the consecutive four-quarter period commencing after the transaction

giving rise to such calculation.

“Project Debt”

means Indebtedness of one or more Project Subsidiaries incurred for the purpose of holding, constructing or acquiring power generation

facilities or related or ancillary assets or properties; provided that the Company is not liable with respect to such Indebtedness

except to the extent of a non-recourse pledge of equity interests in one or more Project Subsidiaries.

“Project Subsidiary”

means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related

or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more

other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness

of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

“QIB”

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

“Rating Agency”

means (i) at the Company’s option, two of Moody’s, S&P and Fitch and (ii) if two agencies cease to rate the

Notes of a Series or fail to make a rating of the Notes of a Series publicly available, a Nationally Recognized Statistical

Organization selected by the Company which shall be substituted for Moody’s, S&P or Fitch, as the case may be with respect

to such Series.

“Refinancing Liens”

means Liens granted in connection with amending, extending, modifying, renewing, replacing, refunding or refinancing in whole or in part

any Indebtedness secured by Liens described in the definitions of “Permitted Liens” and “Post-Release Permitted Liens”;

provided that Refinancing Liens do not (a) extend to property or assets other than property or assets of the type that were

subject to the original Lien or (b) secure Indebtedness having a principal amount in excess of the amount of Indebtedness being

extended, renewed, replaced or refinanced, plus the amount of any fees and expenses (including premiums) related to any such extension,

renewal, replacement or refinancing.

“Release Event”

means, with respect to the Notes, the occurrence of an event as a result of which all Collateral securing the Notes is permitted to be

released in accordance with the terms of the Indenture and the Note Security Documents (including the occurrence of an Investment Grade

Event), it being understood that any action taken by the Company or its Affiliates to, solely at its option, provide Collateral to secure

the Notes that is not required to be provided pursuant to the terms of the Indenture and the Note Security Documents, shall not be deemed

to cause such Release Event to not have occurred.

“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 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.

“Restricted Definitive

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

“Restricted Global

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

“Restricted Period”

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

“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 S&P Global Ratings, a division of S&P Global Inc., or any successor entity.

“Screened Affiliate”

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

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

and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect

to the Company or their Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of

such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment

decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert

with such Holder in connection with its investment in the Notes.

“SEC”

means the Securities and Exchange Commission.

“Second Lien Collateral Trustee”

means Deutsche Bank Trust Company Americas, acting as parity collateral trustee under the Collateral Trust Agreement, or its successors

appointed in accordance with the terms thereof.

“Secured Leverage

Ratio” means, as of any date of determination (for purposes of this definition, the “Calculation Date”),

the ratio of (a) the Total Secured Debt as of such date to (b) the Consolidated Cash Flow of the Company for the four most

recent full fiscal quarters ending immediately prior to such date for which financial statements are publicly available. For purposes

of making the computation referred to above:

(1)            investments

and acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations, or any Person

or any of its Subsidiaries acquired by the Company or any of its Subsidiaries, and including any related financing transactions and including

increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior

to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act, but including all

Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;

(2)            the

Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and

ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)            any

Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter period;

and

(4)            any

Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter

period.

For purposes of the calculation of the

Secured Leverage Ratio, in connection with the Incurrence of any Lien pursuant to clause (1) of the definition of “Permitted

Liens,” the Company may elect, pursuant to an Officer’s Certificate, to treat all or a portion of the commitment under any

Indebtedness which is to be secured by such Lien as being Incurred as of such determination date and any subsequent Incurrence of Indebtedness

under such commitment that was so treated shall not be deemed, for purposes of this calculation, to be an Incurrence of additional Indebtedness

or additional Lien at such subsequent time; provided that if the Company makes such an election, for purposes of the calculation of the

Secured Leverage Ratio in connection with any subsequent Incurrence of any Lien pursuant to clause (1) of the definition of “Permitted

Liens” (other than under such commitment), the amount under such commitment that was so treated shall be deemed to be Incurred

as of such determination date; provided, further, that the Company may elect to revoke such election at any time pursuant to an Officer’s

Certificate.

“Securities”

means all debentures, notes and other debt instruments of the Company of any Series authenticated and delivered under the Base Indenture,

including all Notes.

“Securities Act”

means the Securities Act of 1933, as amended.

“Senior Notes”

means the Company’s (1) $1,050,000,000 5.875% senior notes due 2034 and (2) $1,050,000,000 6.125% senior notes due 2036.

“Series”

or “Series of Securities” means each series of Securities created pursuant to Section 2.01 of the Base Indenture

(for the avoidance of doubt, the Notes constitute a Series of Securities).

“Short Derivative

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

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

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

“Significant Subsidiary”

means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation

S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Stated Maturity”

means, with respect to any installment of interest or principal on any Indebtedness, the date on which the payment of interest or principal

was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the

terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal

prior to the date originally scheduled for the payment thereof.

“Subsidiary”

means, with respect to any specified Person:

(1)            any

corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled

(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement

that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or

other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries

of that Person (or a combination thereof); and

(2)            any

partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person

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

“Subsidiary Guarantee”

means the Guarantee by each Guarantor of the Company’s obligations under the Indenture and the Notes, executed pursuant to the

provisions of the Indenture.

“Supplemental Indenture”

means this Third Supplemental Indenture, dated as of the Issue Date, by and among the Company, the Guarantors and the Trustee, governing

the Notes, as amended, supplemented or otherwise modified from time to time in accordance with the Base Indenture and the terms hereof.

“Tax Credit Event”

has the meaning set forth in Section 4.10 hereof.

“Tax Credit Event

Redemption Date” has the meaning set forth in Section 4.10 hereof.

“Total Assets”

means the total consolidated assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, as

shown on the most recent balance sheet of the Company and calculated on a pro forma basis in a manner consistent with the adjustments

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

“Total Secured Debt”

means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company and the Guarantors outstanding

on such date that is secured by a Lien on any property or assets of the Company or any of the Guarantors (including Capital Stock of

Subsidiaries of the Company or Indebtedness of Subsidiaries of the Company) minus the aggregate cash and cash equivalents of the Company

and its Subsidiaries, in each case, in the amount that would be reflected on a balance sheet prepared at such time on a consolidated

basis in accordance with GAAP; provided that (i) Total Secured Debt will include only the amount of payments that the Company

or any of the Guarantors is required to make, on the date Total Secured Debt is being determined, as a result of any early termination

or similar event on such date of determination and (ii) for the avoidance of doubt, Total Secured Debt will not include the undrawn

amount of any outstanding letters of credit.

“Treasury Rate” means, with

respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs:

(1)            the

Treasury Rate shall be determined by the Company after 4.15 p.m., New York City time (or after such time as yields on U.S. government

securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption

date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release

published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”

(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury

constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury

Rate, the Company shall select, as applicable: (a) the yield for the Treasury constant maturity on H.15 exactly equal to the period

from the redemption date to the Par Call Date (the “Remaining Life”); or (b) if there is no such Treasury constant maturity

on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15

immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining

Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields

and rounding the result to three decimal places; or (c) if there is no such Treasury constant maturity on H.15 shorter than or longer

than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this

paragraph (1), the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant

number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

(2)            If

on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate

based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business

day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par

Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United

States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call

Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity

date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or

more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two

or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of

the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate

in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall

be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,

of such United States Treasury security, and rounded to three decimal places.

“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.

“U.S. Person”

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

“Voting Stock”

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

of Directors of such Person.

Section 1.02           Other

Definitions.

For purposes of the Notes,

the following terms will have the meanings set forth in this Section 1.02.

Term

Defined

Section

“Authentication

Order”

2.02

“Change

of Control Offer”

4.09(a)

“Change

of Control Payment”

4.09(a)

“Change

of Control Payment Date”

4.09(a)(2)

“Covenant

Defeasance”

8.03

“Default

Direction”

6.01(b)

“Directing

Holder”

6.01(b)

“DTC”

2.04

“Electronic

Signature”

12.09

“Event

of Default”

6.01(a)

“Fixed

Amounts”

4.12(c)

“Incur”

4.07

“Incurrence-Based

Amounts”

4.12(c)

“Legal

Defeasance”

8.02

“Noteholder

Direction”

6.01(b)

“Payment

Default”

6.01(a)(4)(A)

“Position

Representation”

6.01(b)

“Testing

Party”

4.12(a)

“Transaction

Date”

4.12(a)

“Verification

Covenant”

6.01(b)

Section 1.03           [Reserved].

Section 1.04           Rules of

Construction.

Unless the context otherwise

requires:

(1)            a

term has the meaning assigned to it;

(2)            an

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

(3)            “or”

is not exclusive;

(4)            “including”

is not limiting;

(5)            words

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

(6)            “will”

shall be interpreted to express a command;

(7)            provisions

apply to successive events and transactions;

(8)            references

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

by the SEC from time to time; and

(9)            references

to sections of the Indenture refer to sections of this Supplemental Indenture.

Section 1.05           Relationship

with Base Indenture

The terms and provisions

contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company,

the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions

and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Supplemental

Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.

The Trustee accepts the amendment

of the Base Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Base Indenture as hereby

amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting

the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting

the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals

or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, or for or with

respect to (1) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (2) the

proper authorization hereof by the Company and the Guarantors, (3) the due execution hereof by the Company and the Guarantors or

(4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee

makes no representation with respect to any such matters; and for the avoidance of doubt, the terms, provisions and covenants of Articles

3, 4, 5, 6, 8, 9 and 10 of the Base Indenture are superseded in their entirety with respect to the Notes by this Supplemental Indenture.

Article 2

THE NOTES

Section 2.01           Form and

Dating.

(a)            The

Notes. The Notes shall be issued in registered global form without interest coupons. The Notes and the Trustee’s certificate

of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements

required by law, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements to the Trustee

in writing. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral

multiples of $1,000.

The terms and provisions

contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, the Guarantors and the

Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound

thereby. However, to the extent any provision of the Notes conflicts with the express provisions of the Base Indenture, the provisions

of the Notes shall govern and be controlling, and to the extent any provision of the Notes conflicts with the express provisions of this

Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.

(b)            Global

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

Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive

form shall be substantially in the form of Exhibit A attached hereto (but without the Global Legend thereon and without the

“Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding

Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from

time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby

may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall

be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby,

in accordance with instructions given by the Holder thereof as required by Section 2.04 hereof.

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

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

Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held

by Participants through Euroclear or Clearstream.

Section 2.02           Execution

and Authentication.

One Officer must sign the

Notes for the Company by manual signature, Electronic Signature (as defined below) or facsimile signature.

If an Officer whose signature

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

A Note will not be valid

until authenticated by the manual signature or Electronic Signature of the Trustee. The signature will be conclusive evidence that the

Note has been authenticated under this Supplemental Indenture.

The Trustee shall, upon receipt

of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Notes for

original issue under this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.05 hereof.

The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for

issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 of the Base Indenture.

The Trustee may appoint an

authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee

may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating

agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

Section 2.03           Holder

Lists.

The Trustee shall preserve

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

the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment

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

require of the names and addresses of the Holders.

Section 2.04           Transfer

and Exchange.

(a)            Transfer

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

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

a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company

for Definitive Notes if:

(1)            the

Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it

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

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

(2)            the

Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and

delivers a written notice to such effect to the Trustee; or

(3)            there

has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series.

Upon the occurrence of any

of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations

as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections

2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion

thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, 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 2.04(a),

however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or

(f) hereof.

(b)            Transfer

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

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

of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable,

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

(1)            Transfer

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

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

set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take

delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required

to be delivered to the Registrar to effect the transfers described in this Section 2.04(b)(1).

(2)            All

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

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

to the Registrar either:

(A)          both:

(i)             a

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

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

to be transferred or exchanged; and

(ii)            instructions

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

increase; or

(B)           both:

(i)             a

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

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

and

(ii)            instructions

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

to effect the transfer or exchange referred to in (1) above.

(3)            Transfer

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

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

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

(A)          if

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

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

(B)           if

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

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

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

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

if applicable.

(4)            Transfer

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

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

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

if the exchange or transfer complies with the requirements of Section 2.04(b)(2) above and the Registrar receives the

following:

(A)          if

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

in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications

in item (1)(a) thereof; or

(B)           if

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

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

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

and, in each such case of this Section 2.04(b)(4),

if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar

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

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

If any such transfer is effected

pursuant to this Section 2.04(b)(4) at a time when an Unrestricted Global Note has not yet been issued, the Company

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 2.04(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.

or Exchange of Beneficial Interests in Global Notes for Definitive Notes. Transfers or exchanges of beneficial interests in Global

Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth in Section 2.04(b)(2) hereof,

and to the requirements set forth below in this Section 2.04(c).

(1)            Beneficial

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

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

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)          if

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

Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)           if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B

hereto, including the certifications in item (1) thereof;

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

a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)           if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance

with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)           if

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

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

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

if applicable;

(F)           if

such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B

hereto, including the certifications in item (3)(b) thereof; or

(G)           if

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

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

the Trustee shall cause the aggregate principal

amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.04(h) hereof, and the Company 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 2.04(c) shall

be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall

instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver

such 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 2.04(c)(1) shall bear the Private Placement Legend and

shall be subject to all restrictions on transfer contained therein.

(2)            Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes

delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(A)          if

the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted

Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;

(B)           if

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

take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B

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

and, in each such case set forth in this

Section 2.04(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form

reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the 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.

(3)            Beneficial

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

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

takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.04(b)(2) hereof,

the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant

to Section 2.04(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person

designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial

interest pursuant to this Section 2.04(c)(3) shall be registered in such name or names and in such authorized denomination

or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary

and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes

of a Series are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.04(c)(3) will

not bear the Private Placement Legend.

(d)            Transfer

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

(1)            Restricted

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

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

delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following

documentation:

(A)          if

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

certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)           if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth

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

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

or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)           if

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

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

in item (3)(a) thereof;

(E)           if

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

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

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

if applicable;

(F)           if

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

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

(G)           if

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

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

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, in the case of clause (C) above, the Regulation

S Global Note, and in all other cases, the IAI Global Note.

(2)            Restricted

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

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

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

(A)          if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes of a Series for a beneficial interest in the Unrestricted

Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;

(B)           if

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

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

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

and, in each such case set forth in this

Section 2.04(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form

reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the 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 this Section 2.04(d)(2), the Trustee will cancel the Restricted Definitive Notes and increase or cause to be

increased the aggregate principal amount of the Unrestricted Global Note.

(3)            Unrestricted

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

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

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

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

of one of the Unrestricted Global Notes.

If any such exchange or transfer

from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time

when an Unrestricted Global Note has not yet been issued, the Company 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.

(e)            Transfer

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

with the provisions of this Section 2.04(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior

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

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

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

information, as applicable, required pursuant to the following provisions of this Section 2.04(e).

(1)            Restricted

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

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

(A)          if

the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (1) thereof;

(B)           if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (2) thereof; and

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

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

required by item (3) thereof, if applicable.

(2)            Restricted

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

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

Registrar receives the following:

(A)          if

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

a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof;

(B)           if

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

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

the certifications in item (4) thereof;

and, in each such case set forth in this

Section 2.04(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to

the effect that such exchange or transfer is in compliance with the 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.

(3)            Unrestricted

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

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

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

(f)            Legends.

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

stated otherwise in the applicable provisions of this Indenture.

(1)            Private

Placement Legend.

(A)          Except

as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or

substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER

THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT

AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION

IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE

YEAR OR SUCH SHORTER TIME UNDER APPLICABLE LAW] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE

HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE)

RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO

A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE

TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED

BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY

TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.

PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION OF THIS SECURITY (OR ANY INTEREST

HEREIN), THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A “SPECIFIED FOREIGN ENTITY” AS DEFINED

IN SECTION 7701(A)(51)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.”

(B)           Notwithstanding

the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or

(f) of this Section 2.04 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private

Placement Legend.

(2)            Global

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

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

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

MAY BE REQUIRED PURSUANT TO SECTION 2.04 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN

WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.04(A) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE

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

TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF NRG ENERGY, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR

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

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

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

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

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

HEREIN), THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A “SPECIFIED FOREIGN ENTITY” AS DEFINED

IN SECTION 7701(A)(51)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.”

(3)            Original

Issue Discount Legend. Each Note issued with original issue discount, if any, will bear a legend in substantially the following form:

“FOR THE PURPOSES OF SECTIONS 1272, 1273

AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 IN

AGGREGATE PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $[ ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $[           ],

THE ISSUE DATE IS [ ], 20[ ] AND THE YIELD TO MATURITY IS [ ]% PER ANNUM.”

(g)            Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Base Indenture. At any time prior to

such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof

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

Global Note will be reduced accordingly and a notation will be made on the records maintained by the Trustee or by the Depositary at

the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person

who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased

accordingly and a notation will be made on the records maintained by the Trustee or by the Depositary at the direction of the Trustee

to reflect such increase.

(h)            General

Provisions Relating to Transfers and Exchanges.

(1)            To

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

Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)            No

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

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

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

pursuant to Section 3.06, Section 4.09 and Section 9.05 hereof and Sections 2.10, 3.06 and 9.06 of

the Base Indenture).

(3)            The

Registrar shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part.

(4)            All

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

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

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

(5)            The

Company shall not be required:

(A)          to

issue, to register the transfer of or to exchange any Notes of a Series during a period beginning at the opening of business 15

days before the day of any selection of Notes of a Series for redemption and ending at the close of business on the day of selection;

(B)           to

register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note

being redeemed in part; or

(6)            Prior

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

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

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)            The

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

(8)            All

orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.04

to effect a registration of transfer or exchange may be submitted by facsimile or electronic format (e.g. “pdf” or “tif”).

(9)            All

references in this Section 2.04 to the exchange or transfer of Notes, Global Notes, Definitive Notes or any beneficial interests

therein shall be deemed to refer to the exchange or transfer of the applicable Series of Notes, Global Notes, Definitive Notes or

any beneficial interests therein.

Section 2.05           Issuance

of Additional Notes.

The Company shall be entitled,

upon delivery to the Trustee of an Officer’s Certificate, Opinion of Counsel and Authentication Order, to issue Additional Notes

of a Series under this Supplemental Indenture which shall have identical terms as the Initial Notes of a Series issued on the

Issue Date, other than with respect to the date of issuance and issue price. The Initial Notes of a Series issued on the Issue Date

and any Additional Notes issued shall be treated as a single class for all purposes under this Supplemental Indenture.

With respect to any Additional

Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each which shall be delivered

to the Trustee, the following information:

(a)            the

aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture; and

(b)            the

issue price, the issue date and the CUSIP number of such Additional Notes.

Article 3

REDEMPTION AND PREPAYMENT

Section 3.01           Notices

to Trustee.

If the Company elects to

redeem Notes of a Series pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the

Trustee, at least 10 days (or such shorter period as the Trustee may in its sole discretion allow) but not more than 60 days before a

redemption date, an Officer’s Certificate setting forth:

(1)            the

clause of this Supplemental Indenture pursuant to which the redemption shall occur;

(2)            the

redemption date;

(3)            the

principal amount of Notes of a Series to be redeemed; and

(4)            the

redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof.

Section 3.02           Selection

of Notes to Be Redeemed or Purchased.

If less than all of the Notes

of a Series are to be redeemed at any time, the Trustee for such Series of Notes shall select Notes of such Series for

redemption on a pro rata basis among all outstanding Notes of such Series or, if the Notes of such Series are listed

on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes

of such Series are listed, in either case, unless otherwise required by law or depositary requirements.

In the case of a partial

redemption, selection of the notes for redemption will be made on a pro rata basis unless otherwise required by law, applicable stock

exchange requirements or depositary requirements. No notes of a principal amount of $2,000 or less will be redeemed in part. If any note

is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the

note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder

of the note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the

redemption of the notes shall be done in accordance with the policies and procedures of the depositary.

If any Note of a Series is

to be redeemed in part only, the notice of redemption that relates to that Note of such Series shall state the portion of the principal

amount of that Note of such Series that is to be redeemed. A new Note of a Series in principal amount equal to the unredeemed

portion of the original Note of such Series shall be issued in the name of the Holder of Notes of such Series upon cancellation

of the original Note of such Series. Notes of a Series called for redemption become due on the date fixed for redemption, subject

to the satisfaction or waiver of any conditions. On and after the redemption date, interest ceases to accrue on Notes of a Series or

portions of them called for redemption.

Section 3.03           Notice

of Redemption.

At least 10 days but not

more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, or delivered electronically

(or otherwise transmitted in accordance with the depositary’s procedures), a notice of redemption to each Holder whose Notes are

to be redeemed at its registered address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption

date if the notice is issued in connection with a defeasance of the Notes of a Series or a satisfaction and discharge of this Supplemental

Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify

the Notes of a Series to be redeemed and will state:

(1)            the

redemption date;

(2)            the

redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof;

(3)            if

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

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

of the original Note;

(4)            the

name and address of the Paying Agent;

(5)            that

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

(6)            that,

unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after

the redemption date;

(7)            the

paragraph of the Notes of such Series and/or Section of this Supplemental Indenture pursuant to which the Notes of such Series called

for redemption are being redeemed; and

(8)            that

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

of such Series.

At the Company’s request,

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

has delivered to the Trustee, at least four (4) Business Days prior to the date such notice of redemption is to be distributed to

the Holders (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s Certificate requesting that

the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Any redemption or notice

of any redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including,

but not limited to, completion of an offering or financing, Change of Control or other corporate transaction or event. In addition, if

such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s

discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied and a new redemption

date will be set by the Company in accordance with applicable DTC procedures, or such redemption may not occur and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date

as so delayed.

Section 3.04           Effect

of Notice of Redemption.

Once notice of redemption

is mailed or delivered in accordance with Section 3.03 hereof, Notes of a Series called for redemption become, subject

to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption

price.

Section 3.05           Deposit

of Redemption or Purchase Price.

No later than 10:00 a.m. Eastern

Time on the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay

the redemption or purchase price of, accrued interest and premium, if any, on all Notes of a Series to be redeemed or purchased

on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent shall promptly return to the Company

any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase

price of, accrued interest and premium, if any, on, all Notes of such Series to be redeemed or purchased.

If the Company 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 of a Series called for redemption or purchase. If a Note of a Series 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 of such Series was registered at the close of business on such record date. If any Note of a Series called

for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company 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 of such

Series and in Section 4.01 hereof.

Section 3.06           Notes

Redeemed or Purchased in Part.

Upon surrender of a Note

of a Series that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee

shall authenticate for the Holder at the expense of the Company a new Note of such Series equal in principal amount to the unredeemed

or unpurchased portion of the Note surrendered.

Section 3.07           Optional

Redemption.

(a)            Prior

to March 30, 2031 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes,

at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal

amount and rounded to three decimal places) equal to the greater of:

(a)            (i) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury

Rate plus 20 basis points less (ii) interest accrued to the date of redemption, and

(b)            100%

of the principal amount of the Notes to be redeemed,

plus, in either

case, accrued and unpaid interest thereon to the redemption date.

On or after the

Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at the Company’s option,

at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the

redemption date.

(b)            Any

redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08           Mandatory

Redemption.

The Company is not required

to make mandatory redemption or sinking fund payments with respect to the Notes.

Article 4

COVENANTS

Section 4.01           Payment

of Notes.

The Company shall pay or

cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes.

Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a

Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available

funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02           Maintenance

of Office or Agency.

The Company will maintain

in the Borough of Manhattan, the City of New York, 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 Company in respect of the Notes and this Indenture may be served. The Company 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 Company 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.

The Company may also from

time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes

and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner

relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.

The Company 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 Company hereby designates

the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with this Section 4.02.

Section 4.03           Reports.

(a)            Whether

or not required by the SEC’s rules and regulations, the Company shall furnish to Holders of such Series or direct the

Trustee in writing to furnish to the Holders of Notes of such Series, within the time periods (including any extensions thereof) specified

in the SEC’s rules and regulations:

(1)            all

quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file

such reports; and

(2)            all

current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

All such reports shall be

prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. To the extent

such filings are made, the reports will be deemed to be furnished to the Trustee and the Holders of the Notes. The Trustee shall not

be responsible for determining whether such filings have been made.

If, at any time, the Company

is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue

filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the

SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept

any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company

shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if

the Company were required to file those reports with the SEC.

(b)            In

addition, the Company agrees that, for so long as any Notes of a Series remain outstanding, at any time it is not required to file

the reports required by the preceding paragraphs with the SEC, it shall furnish to the Holders of such Series and to securities

analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under

the Securities Act.

the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information

is subsequently filed or provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and

any Default or Event of Default with respect thereto shall be deemed to have been cured and any acceleration of the Notes resulting therefrom

will be deemed to have been rescinded so long as such rescission would not conflict with any applicable judgment or decree.

(d)            Delivery

of the reports and documents described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such

shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information

contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled

to conclusively rely on an Officer’s Certificate).

Section 4.04           Compliance

Certificate.

(a)            The

Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate

stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the

supervision of the signing Officer(s) with a view to determining whether the Company has kept, observed, performed and fulfilled

its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his

or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not

in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event

of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the

Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains

in existence by reason of which payments on account of the principal of, premium, if any, and interest, if any, on the Notes is prohibited

or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)            So

long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any

Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is

taking or proposes to take with respect thereto.

Section 4.05           Taxes.

The Company shall pay, and

shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such

as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material

respect to the Holders.

Section 4.06           Stay,

Extension and Usury Laws.

The Company and each of the

Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner

whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter

in force, that may affect the covenants or the performance of the Indenture; and the Company and each of the Guarantors (to the extent

that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort

to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution

of every such power as though no such law has been enacted.

Section 4.07           Liens.

Prior to the occurrence of

a Release Event, the Company will not, and will not permit any Guarantor, to create or permit to exist any Lien (except Permitted Liens)

upon the Collateral or any Principal Property owned by the Company or any Guarantor or upon any Equity Interests issued by, or Indebtedness

of, any Subsidiary of the Company that directly owns a Principal Property, to secure any Indebtedness of the Company or any Guarantor.

Following the occurrence

of a Release Event, the Company will not, and will not permit any Guarantor, to create or permit to exist any Lien (except Permitted

Post-Release Liens) upon any Principal Property owned by the Company or any Guarantor or upon any Equity Interests issued by, or Indebtedness

of, any Subsidiary of the Company that directly owns a Principal Property, to secure any Indebtedness of the Company or any Guarantor

without providing for the Notes to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness

similarly entitled to be equally and ratably secured for so long as such Indebtedness is so secured.

Notwithstanding the immediately

preceding paragraph, following the occurrence of a Release Event, the Company and the Guarantors may, without equally and ratably securing

the Notes, create, incur, assume or suffer to exist (collectively, “Incur”) any Lien which would otherwise be prohibited

by such paragraph if, after giving effect thereto and at the time of determination, Aggregate Secured Debt does not exceed at any one

time outstanding the greater of (x) $4.5 billion and (y) 15.0% of Consolidated Net Tangible Assets.

Section 4.08           Corporate

Existence.

Subject to Article 5

hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)            its

corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective

organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2)            the

rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;

provided, however,

that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence

of any of its Subsidiaries, if (a) the Company shall determine that the preservation thereof is no longer desirable in the conduct

of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect

to the Holders of the Notes or (b) if a Subsidiary is to be dissolved, such Subsidiary has no assets.

Section 4.09           Offer

to Repurchase Upon Change of Control Triggering Event.

(a)            Upon

the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)

to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s

Notes of a Series at a purchase price in cash equal to 101% of the aggregate principal amount of Notes of such Series repurchased,

plus accrued and unpaid interest to, but not including, the date of purchase, subject to the rights of Holders of Notes of such Series on

the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).

Within 30 days following any Change of Control Triggering Event, the Company will mail (or deliver electronically) a notice to each Holder

describing the transaction or transactions that constitute the Change of Control and stating:

(1)            that

the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for

payment;

(2)            the

purchase price and the purchase date, which shall be no earlier than 10 days and no later than 60 days from the date such notice is mailed

or delivered (the “Change of Control Payment Date”);

(3)            that

any Note of such Series not tendered will continue to accrue interest;

(4)            that,

unless the Company defaults in the payment of the Change of Control Payment, all Notes of such Series accepted for payment pursuant

to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5)            that

Holders electing to have any Notes of such Series purchased pursuant to a Change of Control Offer shall be required to surrender

the Notes of such Series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes of such

Series completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business

Day preceding the Change of Control Payment Date;

(6)            that

Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second

Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the

principal amount of Notes of such Series delivered for purchase, and a statement that such Holder is withdrawing his election to

have the Notes of such Series purchased; and

(7)            that

Holders whose Notes of such Series are being purchased only in part will be issued new Notes of such Series equal in principal

amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or

an integral multiple of $1,000 in excess of $2,000.

The Company shall comply

with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent

those laws and regulations are applicable in connection with the repurchase of the Notes of a Series as a result of a Change of

Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this

Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have

breached its obligations under this Section 4.09 by virtue of such compliance.

(b)            On

the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)            accept

for payment all Notes or portions of Notes of a Series properly tendered pursuant to the Change of Control Offer;

(2)            deposit

with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of such Series properly

tendered; and

(3)            deliver

or cause to be delivered to the Trustee the Notes of such Series properly accepted.

The Paying Agent shall promptly

distribute to each Holder of Notes of a Series properly tendered the Change of Control Payment for the Notes of such Series, and

the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note of such Series equal

in principal amount to any unpurchased portion of the Notes of such Series surrendered, if any; provided that each new Note

of such Series shall be in a minimum principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Company

shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

provisions described in Section 4.09(a) and (b) shall apply whether or not other provisions of this Supplemental

Indenture are applicable. Except as described in Section 4.09(a) and (b) hereof, Holders of Notes of such Series shall

not be permitted to require that the Company repurchase or redeem the Notes of such Series in the event of a takeover, recapitalization

or similar transaction.

(d)            Notwithstanding

anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer upon a

Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise

in compliance with the requirements set forth in this Section 4.09 and purchases all Notes of a Series properly tendered

and not withdrawn under the Change of Control Offer, or (2) notice of has been given pursuant to Section 3.07 hereof,

unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of

a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change

of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer

is made.

(e)            If

Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes of a Series validly tender and do not withdraw

such Notes of such Series in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu

of the Company in accordance with Section 4.09(d)(1), purchases all of the Notes of such Series validly tendered and

not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given

not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes of such Series that remain

outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment, plus, to the extent

not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption. In determining whether

the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes of such Series have validly tendered and

not withdrawn such Notes of such Series in a Change of Control Offer, such calculation shall include all Notes of such Series owned

by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to the contrary).

(f)            A

Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of

the Indenture (but the Change of Control Offer may not condition tenders on the delivery of such consents). In addition, the Company

or any third party that is making the Change of Control Offer may, subject to applicable law, increase the Change of Control Payment

being offered to Holders at any time in its sole discretion.

Section 4.10           Right

to Redeem for a Tax Credit Event.

(a)            Upon

the occurrence of a Tax Credit Event, the Company may redeem, at its option, in whole, but not in part, upon a notice of redemption,

the Notes, as applicable, at a redemption price equal to 101% of the principal amount of the Notes being redeemed, in each case together

with accrued and unpaid interest to, but excluding, the date of such redemption (the “Tax Credit Redemption Date”).

A notice of redemption of the Notes upon the occurrence of a Tax Credit Event (i) may only be sent by the later of (a) the

end of the calendar year in which the Notes were issued and (b) six months from the date of issuance of the Notes and (ii) shall

be accompanied by an Officer’s Certificate from the Company saying that a Tax Credit Event has occurred.

(b)            The

consummation of a redemption upon a Tax Credit Event may be subject to the paying agent’s receipt of the required redemption moneys

on or before the Tax Credit Event Redemption Date (and in such case no such redemption shall occur unless such moneys have been received

by the paying agent on or before such date).

“Tax Credit Event” occurs with respect to the notes if, in the reasonable determination of the Company, there exists

a material risk, due to the notes (considered on a standalone basis or together with other debt) having been issued, as part of an original

issuance, to one or more “specified foreign entities,” as defined in Section 7701 (a)(51)(B) of the Code, that

the Company or any of its affiliates would be unable to utilize or otherwise ineligible to claim any tax credits otherwise allowed under

Section 38 of the Code.

Section 4.11           Additional

Subsidiary Guarantees.

If,

(1)            the

Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Supplemental Indenture and

such Domestic Subsidiary Guarantees the term loans under the Credit Agreement, or

(2)            any

Domestic Subsidiary that does not Guarantee the term loans under the Credit Agreement as of the date of this Supplemental Indenture (as

amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) subsequently Guarantees the term loans under

the Credit Agreement, or

(3)            if

there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, any Domestic Subsidiary

of the Company (including any newly acquired or created Domestic Subsidiary) Guarantees the Obligations with respect to any Additional

Indebtedness,

then such newly acquired or created Domestic

Subsidiary or Domestic Subsidiary that subsequently Guarantees the term loans under the Credit Agreement or Additional Indebtedness,

as the case may be, will become a Guarantor of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E

within 60 Business Days of the date on which it was acquired or created or guaranteed the term loans under the Credit Agreement or Additional

Indebtedness of the Company, as the case may be.

Section 4.12           Measuring

Compliance.

(a)            With

respect to:

(1)            whether

any Lien is permitted to be Incurred in compliance with this Indenture;

(2)            any

calculation of the ratios, baskets or financial metrics, including, but not limited to, Consolidated Cash Flow, Consolidated Net Tangible

Assets, Secured Leverage Ratio, Total Assets and/or pro forma cost savings, and whether a Default or Event of Default exists in connection

with the foregoing; and

(3)            whether

any condition precedent to the Incurrence of Liens is satisfied,

at the option of the Company, any of its Subsidiaries,

or a third party (the “Testing Party”), a Testing Party may select a date prior to the incurrence of any such Lien if such

Testing Party has a reasonable expectation that the Company and/or any of its Subsidiaries will Incur Liens at a future date in connection

with a corporate event, including payment of a dividend, repurchase of equity, an acquisition, merger, amalgamation, or similar transaction

or repayment, repurchase or refinancing of Indebtedness (any such date, the “Transaction Date”) as the applicable date of

determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma

adjustment provisions set forth in the definition of “Secured Leverage Ratio.” The Trustee shall have no duty to verify the

calculations of any Testing Party and may conclusively rely on any determination made by a Testing Party.

(b)            For

the avoidance of doubt, if the Testing Party elects to use the Transaction Date as the applicable date of determination in accordance

with Section 4.12(a),

(1)            any

fluctuation or change in the ratios, baskets or financial metrics from the Transaction Date to the date of Incurrence of such Lien will

not be taken into account for purposes of determining (i) whether any such Lien is permitted to be Incurred or (ii) in connection

with compliance by the Company or any of its Subsidiaries with any other provision of this Indenture or the Notes of a Series;

(2)            if

financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole

discretion, to redetermine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such

date of redetermination shall thereafter be deemed to be the applicable Transaction Date for purposes of such baskets, ratios and financial

metrics; and

(3)            until

such corporate event is consummated or such definitive agreements relating to such corporate event are terminated, such corporate event

and all transactions proposed to be undertaken in connection therewith (including the Incurrence of Liens) will be given pro forma effect

when determining compliance of other transactions that are consummated after the Transaction Date and on or prior to the date of consummation

of such corporate event. In addition, this Indenture provides that compliance with any requirement relating to the absence of a Default

or Event of Default may be determined as of the Transaction Date (including any new Transaction Date) and not as of any later date as

would otherwise be required under this Indenture.

anything to the contrary herein, with respect to any amounts Incurred or transactions entered into (or consummated) in reliance on a

provision of this Indenture that does not require compliance with a financial ratio (including, but not limited to, any Secured Leverage

Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts Incurred or transactions entered

into (or consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio (including, but not

limited to, any Secured Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that

the Fixed Amounts shall be disregarded in the calculation of the financial ratio applicable to the Incurrence-Based Amounts.

Article 5

SUCCESSORS

Section 5.01           Merger,

Consolidation or Sale of Assets.

The Company shall not: (1) consolidate

or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey

or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in

one or more related transactions, to another Person, unless:

(1)            either:

(A)          the

Company is the surviving corporation; or

(B)           the

Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,

conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under

the laws of the United States, any state of the United States or the District of Columbia;

(2)            the

Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,

transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes of any Series and

the Indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;

(3)            immediately

after such transaction, no Event of Default exists; and

(4)            prior

to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed

by or surviving any such consolidation or merger (if other than the Company) would constitute Collateral under the Note Security Documents,

the Person formed by or surviving any such consolidation or merger (if other than the Company) will take such action as may be reasonably

necessary to cause such property and assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent

required in this Indenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is

perfected to the extent required by the Note Security Documents.

In addition, the Company

shall not, lease all or substantially all of the properties or assets of it and the Guarantors taken as a whole, in one or more related

transactions, to any other Person.

This Section 5.01

shall not apply to:

(1)            a

merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct

or indirect holding company of the Company; and

(2)            any

sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including

by way of merger or consolidation.

Section 5.02           Successor

Corporation Substituted.

Upon any consolidation or

merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets

of the Company and its Subsidiaries taken as a whole 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 Company is merged or to which such sale, assignment,

transfer, 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, conveyance or other disposition, the provisions of this Indenture referring to the “Company”

shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this

Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor

Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on, the Notes except in the

case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01

hereof.

Article 6

DEFAULTS AND REMEDIES

Section 6.01           Events

of Default.

(a)            Each

of the following is an “Event of Default” with respect to the Notes of a Series:

(1)            default

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

(2)            default

in the payment when due of the principal of, or premium, if any, on the relevant Series of Notes;

(3)            failure

by the Company for 60 days (or 120 days with respect to a default under Section 4.03 hereof) after written notice to the

Company by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes of such Series that are then outstanding

to comply with any of the agreements in this Supplemental Indenture (other than a default referred to in clause (1) or (2) of

this Section 6.01(a));

(4)            default

under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness

for money borrowed by the Company or any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, taken

together, would constitute a Significant Subsidiary) (or the payment of which is Guaranteed by the Company or any such Guarantor), whether

such Indebtedness or Guarantee now exists, or is created after the date of this Supplemental Indenture, if that default:

(A)          is

caused by a failure to pay principal on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on

the date of such default (a “Payment Default”); or

(B)           results

in the acceleration of such Indebtedness prior to its express maturity,

and, in each case,

the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has

been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or

otherwise cured), exceeds the greater of (i) 1.5% of Total Assets and (ii) $600.0 million; provided that this clause

(4) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property

or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (ii) Non-Recourse Debt (except to the

extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable,

including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate,

exceeds the greater of (a) 1.5% of Total Assets and (b) $600.0 million), (iii) to the extent constituting Indebtedness,

any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax

equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the

Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary and

(iv) any such default that is waived (including during any forbearance period) (including in the form of amendment) by the requisite

holders of the applicable item of Indebtedness or contested in good faith by the Company or the applicable Guarantor;

(5)            except

as permitted by this Supplemental Indenture, any Subsidiary Guarantee of any Guarantor that constitutes a Significant Subsidiary (or

any group of Guarantors that, taken together, would constitute a Significant Subsidiary) shall be held in any final and non-appealable

judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that

constitutes a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary), or

any Person acting on behalf of any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that taken together,

would constitute a Significant Subsidiary), shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s);

(6)            the

Company or any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute

a Significant Subsidiary):

(A)          commences

a voluntary case,

(B)           consents

to the entry of an order for relief against it in an involuntary case,

to the appointment of a custodian of it or for all or substantially all of its property,

(D)           makes

a general assignment for the benefit of its creditors, or

(E)           generally

is not paying its debts as they become due;

(7)            a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)          is

for relief against the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group of Guarantors

of the Notes of such Series that, taken together, would constitute a Significant Subsidiary;

(B)           appoints

a custodian of the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group of Guarantors

of the Notes of such Series that, taken together, would constitute a Significant Subsidiary for all or substantially all of the

property of the Company or any Guarantor; or

the liquidation of the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group of Guarantors

of the Notes of such Series that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed

and in effect for 60 consecutive days; or

(8)            other

than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture with respect to the

Notes or the release of such Collateral with respect to the Notes in accordance with the terms of this Indenture and the Note Security

Documents,

(A)          in

the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually

or in the aggregate, such security interest under the Note Security Documents shall, at any time, cease to be a valid and perfected security

interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall

have been given to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes that are outstanding,

except to the extent that any such default (i) results from the failure of the Collateral Trustee to maintain possession of certificates,

promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents, or

(ii) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such

real property and such insurer has not denied coverage; or

(B)           the

Company or any Guarantor of the Notes that is a Significant Subsidiary (or any group of Guarantors of the Notes that, taken together,

would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest

under any Note Security Document is invalid or unenforceable.

(b)            Any

notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take

any other action (a “Noteholder Direction”) provided by any one or more Holders of the then outstanding Notes of a

Series (each, a “Directing Holder”) must be accompanied by a written representation with a medallion guaranteed

signature from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee,

that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position Representation”),

which representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default Direction”)

shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes of such

Series are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide

the Company with such other information as it may reasonably request from time to time in order to verify the accuracy of such Directing

Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).

In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall

be provided by the Beneficial Owner of the Notes of such Series in lieu of DTC or its nominee, and DTC shall be entitled to rely

on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery

of a Noteholder Direction, but prior to acceleration of the Notes of the applicable Series, the Company determines in good faith that

there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides

to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction

seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate

any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall

be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy

stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery

of a Noteholder Direction, but prior to acceleration of the Notes of such Series, the Company provides to the Trustee an Officer’s

Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Event of

Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder

Direction shall be automatically reinstituted and any remedy stayed until such time as the Company provides the Trustee with an Officer’s

Certificate that the Verification Covenant has been satisfied; provided that the Company shall promptly deliver such Officer’s

Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation

(as evidenced by the delivery to the Trustee of the Officer’s Certificate stating that a Directing Holder failed to satisfy its

Verification Covenant) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without

the participation of such Holder, the percentage of Notes of such Series held by the remaining Holders that provided such Noteholder

Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio,

with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed

not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Notwithstanding anything

in the preceding two paragraphs to the contrary, (i) any Noteholder Direction delivered to the Trustee during the pendency of an

Event of Default specified in clause (6) or (7) of Section 6.01(a) shall not require compliance with the foregoing

paragraphs and (ii) a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders,

more than two years prior to such notice of Default. The Trustee shall have no obligation to monitor or determine whether a Holder is

Net Short and can rely conclusively on a Directing Holder’s Position Representation, the Officer’s Certificates delivered

by the Company and determinations made by a court of competent jurisdiction.

Section 6.02           Acceleration.

In the case of an Event of

Default specified in clause (6) or (7) of Section 6.01(a) hereof, with respect to the Company, all outstanding

Notes of such Series will become due and payable immediately without further action or notice. If any other Event of Default occurs

and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the relevant Series of Notes that

are outstanding may declare all the relevant Series of Notes to be due and payable immediately; provided that a notice of

Default may not be given with respect to any actions taken, and reported publicly or to Holders, more than two years prior to such notice

of Default. Upon any such declaration, the Notes of such Series shall become due and payable immediately.

Section 6.03           Other

Remedies

If an Event of Default occurs

and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on,

the Notes of a Series or to enforce the performance of any provision of the Notes of such Series or this Indenture.

The Trustee may maintain

a proceeding even if it does not possess any of the Notes of such Series or does not produce any of them in the proceeding. A delay

or omission by the Trustee or any Holder of a Note of such Series in exercising any right or remedy accruing upon an Event of Default

shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to

the extent permitted by law.

Section 6.04           Waiver

of Past Defaults.

The Holders of a majority

in aggregate principal amount of the then outstanding Notes of a Series by written notice to the Trustee may, on behalf of the Holders

of all of the Notes of such Series waive any existing Default or Event of Default and its consequences hereunder, except a continuing

Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes of such Series (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 of such Series 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 the Indenture; but no such waiver shall extend to any subsequent or other Default

or impair any right consequent thereon.

Section 6.05           Control

by Majority.

Subject to the terms of the

Collateral Trust Agreement and certain other limitations, Holders of a majority in principal amount of the relevant Series of Notes

that are then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the

Trustee in its exercise of any trust or power. However, the Trustee may refuse to follow any direction that conflicts with law or this

Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes of a Series or that may

involve the Trustee in personal liability.

Section 6.06           Limitation

on Suits.

No Holder of a Note may pursue

any remedy with respect to this Indenture or the Notes unless:

(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 of such Series make a written request to the Trustee

to pursue the remedy;

(3)            such

Holder or Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or

expense it may incur;

(4)            the

Trustee does not comply with such request 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 of such Series do not give

the Trustee a direction inconsistent with such request.

A Holder of a Note may not

use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a

Note.

Section 6.07           Rights

of Holders of Notes to Receive Payment.

Notwithstanding any other

provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest on, the

Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit

for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such

Holder.

Section 6.08           Collection

Suit by Trustee.

If an Event of Default specified

in Section 6.01(a) (1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment

in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest

on, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall

be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances

of the Trustee, its agents and counsel.

Section 6.09           Trustee

May File Proofs of Claims.

The Trustee is authorized

to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and

the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors

or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable

on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the

Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee

any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and

any other amounts due to the Trustee under this Indenture, including without limitation, under Section 7.01 hereof. To the

extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any

other amounts due to the Trustee under this Indenture, including without limitation, under Section 7.01 hereof out of the

estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out

of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such

proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be

deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,

adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim

of any Holder in any such proceeding.

Section 6.10           Priorities.

If the Trustee collects any

money pursuant to this Article 6 or, after an Event of Default, any money or other property distributable in respect of the Company’s

obligations under this Indenture, such money shall be applied in the following order:

First: to

the Trustee, its agents and attorneys for amounts due under Section 7.07 of the Base Indenture, including payment of all compensation,

expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:

to Holders of Notes of a Series for amounts due and unpaid on the Notes of such Series for principal, premium, if any, and

interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such Series for

principal, premium, if any, and interest, respectively; and

Third: to

the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record

date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11           Undertaking

for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a

court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and

the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the

suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11

does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders

of more than 10% in aggregate principal amount of the then outstanding Notes.

Article 7

TRUSTEE

Section 7.01           Compensation

and Indemnity.

(a)            The

Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.

The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse

the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation

for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and

counsel. The Trustee may earn compensation in the form of short-term interest on items like uncashed distribution checks (from the date

issued until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too

late to be invested overnight in previously directed investments.

(b)            The

Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses (including external counsel

fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture,

including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.01)

and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability

in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability

or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee will notify the Company promptly

of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of

the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in

the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither

the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

obligations of the Company and the Guarantors under this Section 7.01 will survive the satisfaction and discharge of this

Indenture.

(d)            To

secure the Company’s and the Guarantors’ payment obligations in this Section 7.01, the Trustee will have a Lien

prior to the Notes of a Series on all money or property held or collected by the Trustee, except that held in trust to pay principal

of, premium, if any, or interest on, particular Notes of such Series. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)            When

the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof

occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to

constitute expenses of administration under any Bankruptcy Law.

(f)            The

Company’s and Guarantors’ obligations under this Section 7.01 shall survive the resignation or removal of the

Trustee, any termination of this Supplemental Indenture, including any termination or rejection of this Supplemental Indenture in any

insolvency or similar proceeding and the repayment of all the Notes of a Series.

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01           Option

to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time,

at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02

or Section 8.03 hereof be applied to all outstanding Notes of a Series upon compliance with the conditions set forth

below in this Article 8.

Section 8.02           Legal

Defeasance and Discharge.

Upon the Company’s

exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the

Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been

discharged from their obligations with respect to all outstanding Notes of a Series (including the Subsidiary Guarantees) on the

date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”).

For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness

represented by the outstanding Notes of such Series (including the Subsidiary Guarantees), which will thereafter be deemed to be

“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of the Indenture referred to

in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes of such Series, the Subsidiary

Guarantees and this Supplemental Indenture and, to the extent applicable, the Base Indenture (and the Trustee, on demand of and at the

expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive

until otherwise terminated or discharged hereunder:

(1)            the

rights of Holders of outstanding Notes of such Series to receive payments in respect of the principal of, premium, if any, or interest

on such Notes of such Series when such payments are due from the trust referred to in Section 8.04 hereof;

(2)            the

Company’s obligations with respect to such Notes of such Series under Article 2 and Section 4.02 hereof;

(3)            the

rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and under the Base Indenture, and the Company’s

and the Guarantors’ obligations in connection therewith; and

(4)            this

Article 8.

Subject to compliance with

this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its

option under Section 8.03 hereof.

Section 8.03           Covenant

Defeasance.

Upon the Company’s

exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors

shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations

under Section 4.07, Section 4.09 and Section 4.11 hereof with respect to the outstanding Notes of

a Series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant

Defeasance”), and the Notes of such Series will thereafter be deemed not “outstanding” for the purposes of

any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,

but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes of such

Series will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to

the outstanding Notes of a Series and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with and shall have

no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason

of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein

or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01(a) hereof,

but, except as specified above, the remainder of the Indenture and such Notes of such Series and Subsidiary Guarantees shall be

unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to

this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(3),

(4), (5) and (8) hereof shall not constitute Events of Default.

Section 8.04           Conditions

to Legal or Covenant Defeasance.

In order to exercise either

Legal Defeasance or Covenant Defeasance with respect to a Series of Notes under either Section 8.02 or Section 8.03

hereof:

(1)            the

Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable

Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium, if any, and

interest on, the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must

specify whether the Notes of such Series are being defeased to maturity or to a particular redemption date;

(2)            in

the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably

acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

(A)          the

Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or

(B)           since

the date of this Supplemental Indenture, there has been a change in the applicable United States federal income tax law,

in either case to the effect that, and

based thereon such Opinion of Counsel shall confirm that, the Holders and Beneficial Owners of the outstanding Notes of such Series will

not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject

to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such

Legal Defeasance had not occurred;

(3)            in

the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming

that, subject to customary assumptions and exclusions, the Holders and Beneficial Owners of the outstanding Notes of a Series will

not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be

subject to United States 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 with respect to such Notes shall have occurred and is continuing on the date of such deposit (other than an Event of

Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness),

and the granting of Liens to secure such borrowings);

(5)            such

Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement

or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced)

to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6)            the

Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent

of preferring the Holders of Notes of a Series over the other creditors of the Company with the intent of defeating, hindering,

delaying or defrauding any creditors of the Company or others; and

(7)            the

Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing,

the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore

delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable on the maturity

date within one year or (c) as to which a redemption notice has been given calling such Notes for redemption within one year, under

arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the

Company.

Section 8.05           Deposited

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

Subject to Section 8.06

hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying

trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04

hereof in respect of the outstanding Notes of a Series shall be held in trust and applied by the Trustee, in accordance with the

provisions of such Notes of such Series and this Indenture, to the payment, either directly or through any Paying Agent (including

the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of such Series of all sums due and

to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds

except to the extent required by law.

The Company shall pay and

indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities

deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax,

fee or other charge which by law is for the account of the Holders of the outstanding Notes of such Series.

Notwithstanding anything

in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company

any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a

nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which

may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required

to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06           Repayment

to Company.

Any money deposited with

the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest

on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall

be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holder of

such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying

Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however,

that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be

published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that,

after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed

balance of such money then remaining shall be repaid to the Company.

Section 8.07           Reinstatement.

If the Trustee or Paying

Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or Section 8.03

hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise

prohibiting such application, then the Company’s and the Guarantors’ obligations under the Indenture and the Notes and the

Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03

hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02

or Section 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal

of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company shall be subrogated to the

rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Article 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01           Without

Consent of Holders of Notes.

Notwithstanding Article 9

of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes of a Series,

the Company and the Trustee may amend or supplement this Supplemental Indenture, the Notes of such Series or the Subsidiary Guarantees,

the Collateral Trust Agreement or the Note Security Documents:

(1)            to

cure any ambiguity, mistake, defect or inconsistency;

(2)            to

provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes are issued

in registered form for U.S. tax purposes);

(3)            to

provide for the assumption of the Company’s Obligations to Holders of Notes of such Series in the case of a merger or consolidation

or sale of all or substantially all of the Company’s assets;

(4)            to

add Collateral with respect to any or all of the Notes;

(5)            to

make any change that would provide any additional rights or benefits to the Holders of the Notes of such Series or that does not

materially, adversely affect the legal rights under this Supplemental Indenture of any such Holder;

(6)            to

comply with the requirements of the SEC in order to effect or maintain the qualification of any Indenture under the Trust Indenture Act.

(7)            to

conform the text of this Supplemental Indenture or the Notes of such Series to any provision of the “Description of the Notes”

section of the Company’s Offering Memorandum;

(8)            to

evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the requirements

hereof;

(9)            to

provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture as of the date

hereof;

(10)          to

allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes of such Series;

(11)          to

release any Guarantor from its Guarantee pursuant to this Supplemental Indenture when permitted or required by this Supplemental Indenture;

(12)          to

make any amendment to the provisions of this Supplemental Indenture relating to the transfer and legending of Notes not prohibited by

this Supplemental Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment

does not materially and adversely affect the rights of Holders to transfer the Notes;

(13)          to

comply with the rules and procedures of any applicable securities depositary;

(14)          make

any amendment to the provisions of this Supplemental Indenture to eliminate the effect of any Accounting Change or in the application

thereof;

(15)          to

comply with the requirements of the Indenture or evidence an action otherwise permitted thereunder;

(16)          in

the case of any Note Security Document, to include therein any legend required to be set forth therein pursuant to the Collateral Trust

Agreement or to modify any such legend as required by the Collateral Trust Agreement;

(17)          to

release Collateral from the Lien securing the Notes when permitted or required by the Note Security Documents, the Indenture or the Collateral

Trust Agreement;

(18)          to

enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the Collateral

Trust Agreement, or any joinder thereto; or

(19)          with

respect to the Note Security Documents or the Collateral Trust Agreement, as provided in the Collateral Trust Agreement (including to

add or replace secured parties thereunder).

Upon the request of the Company

and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment or supplement

is authorized or permitted by the terms of this Supplemental Indenture, the Trustee shall join with the Company and the Guarantors in

the execution of such amendment or supplement and make any further appropriate agreements and stipulations that may be therein contained,

but the Trustee shall not be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities under

the Indenture or otherwise.

Section 9.02           With

Consent of Holders of Notes.

Except as provided below

in this Section 9.02, the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without

limitation, Section 4.09 hereof), the Notes of a Series, the Subsidiary Guarantees, the Collateral Trust Agreement or the

Note Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of such Series then

outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of,

any Notes of such Series), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event

of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes of

such Series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this

Supplemental Indenture, such Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate

principal amount of the then outstanding Notes of such Series (including, without limitation, consents obtained in connection with

a tender offer or exchange offer for, or purchase of, the Notes of such Series). Section 2.08 of the Base Indenture shall determine

which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company

and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes of such Series as

aforesaid, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment, supplement

or waiver is authorized or permitted by the terms of this Supplemental Indenture, the Trustee shall join with the Company in the execution

of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights,

duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to,

enter into such amendment, supplement or waiver.

It is not necessary for the

consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver,

but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement

or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver electronically to the Holders affected

thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver such notice, or

any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Subject to Section 6.04 and Section 6.07 hereof and Section 9.02 of the Base Indenture, the Holders of a

majority in aggregate principal amount of the Notes of such Series then outstanding voting as a single class may waive compliance

in a particular instance by the Company with any provision of this Supplemental Indenture, the Notes or the Subsidiary Guarantees. However,

without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect

to any Notes of a Series held by a non-consenting Holder):

(1)            reduce

the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver;

(2)            reduce

the principal of or change the fixed maturity of any such Note or alter the provisions with respect to the redemption of the Notes of

such Series (other than provisions relating to the covenants described in Section 4.09 hereof and provisions relating

to the number of days’ notice to be given in the event of a redemption);

(3)            reduce

the rate of or change the time for payment of interest on any such Note of such Series;

(4)            waive

a Default or Event of Default in the payment of principal of, premium, if any, or interest on, the Notes of such Series (except

a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of the then outstanding Notes of

such Series and a waiver of the payment default that resulted from such acceleration);

(5)            make

any such Note payable in currency other than that stated in the Notes;

(6)            make

any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders of Notes of

such Series to receive payments of principal of, premium, if any, or, interest on, the Notes of such Series;

(7)            waive

a redemption payment with respect to any such Note (other than a payment required by Section 4.09 hereof); or

(8)            make

any change in Section 9.02 hereof or Section 9.02 of the Base Indenture, as to the Notes of such Series, or in the preceding

amendment and waiver provisions.

Notwithstanding the foregoing,

without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the relevant series of Notes then outstanding,

no amendment or waiver may (A) make any change in any Note Security Documents, the Collateral Trust Agreement or the provisions

in this Supplemental Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing

the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes of such Series or (B) change

or alter the priority of the Liens securing the Obligations in respect of the Notes of such Series in any material portion of the

Collateral in any way adverse to the Holders of the Notes of such Series in any material respect, other than, in each case, as provided

under the terms of the Note Security Documents or the Collateral Trust Agreement.

Other than as expressly provided

in Section 9.02 above, the Base Indenture may only be amended, supplemented or otherwise modified as and to the extent provided

in the Base Indenture.

Section 9.03           [Reserved].

Section 9.04           Revocation

and Effect of Consents.

Until an amendment, supplement

or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent

Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent

is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the

Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement

or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05           Notation

on or Exchange of Notes.

The Trustee may place an

appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes

may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement

or waiver.

Failure to make the appropriate

notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06           Trustee

to Sign Amendments, etc.

Upon its receipt of any documentation

required to be delivered to it pursuant to this Article 9, the Trustee shall sign any amendment or supplement authorized pursuant

to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the

Trustee. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it. In executing any

amendment or supplement pursuant to this Article 9, the Trustee will be entitled to receive and (subject to Section 7.01 of

the Base Indenture) will be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the

execution of such amendment or supplement is authorized or permitted by the Indenture and the Note Security Documents.

Article 10

SUBSIDIARY GUARANTEES

Section 10.01         Guarantee.

(a)            Subject

to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated

and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the

Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1)            the

principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,

redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful, and all other

obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in

accordance with the terms hereof and thereof; and

(2)            in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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.

Failing payment when due

of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated

to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)            The

Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability

of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect

to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance

which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment,

demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding

first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged

except by complete performance of the obligations contained in the Notes and the Indenture.

any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator

or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such

Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)            Each

Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed

hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on

the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated

as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition

preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration

of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due

and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from

any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 10.02         Limitation

on Guarantor Liability.

Each Guarantor, and by its

acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such

Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the

Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate

the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor

will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities

of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution

from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10,

result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03         Execution

and Delivery of Subsidiary Guarantee.

Each Guarantor hereby agrees

that its Subsidiary Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any

failure to endorse on each Note a notation of such Subsidiary Guarantee.

If an Officer whose signature

is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the

Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless.

The delivery of any Note

by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set forth in this

Supplemental Indenture on behalf of the Guarantors.

Section 10.04         Guarantors

May Consolidate, etc., on Certain Terms.

Except as otherwise provided

in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate

with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another

Guarantor, unless:

(1)            immediately

after giving effect to such transaction, no Default or Event of Default exists; and

(2)            subject

to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving

any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Subsidiary Guarantee and this

Supplemental Indenture on the terms set forth herein pursuant to a supplemental indenture in form and substance reasonably satisfactory

to the Trustee;

In case of any such consolidation,

merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the

Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance

of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person shall succeed

to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon

may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore

shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects

have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter issued

in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Guarantees had been issued at the date of

the execution hereof.

Except as set forth in Articles

4 and 5 hereof, and notwithstanding clause (2) above, nothing contained in this Supplemental Indenture or in any of the Notes will

prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance

of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.05         Releases.

(a)            The

Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically:

(1)            in

connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger

or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the

Company;

(2)            in

connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving

effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is

not a direct or indirect Subsidiary of the Company;

(3)            upon

defeasance or satisfaction and discharge of the corresponding Series of Notes as provided in Section 8.01, Section 8.02,

Section 8.03, Section 8.04 and Section 11.01 hereof;

(4)            upon

a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or

(5)            otherwise

with respect to the Guarantee of any Guarantor:

(A)          upon

the prior consent of Holders of a majority in aggregate principal amount of the applicable Series of Notes then outstanding;

(B)           if

the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the consent of the requisite

lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or,

if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent

of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release

of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor

at that time outstanding; or

the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination

of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of

the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s

Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.

(b)            The

Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance

or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.

delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action or event

giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Supplemental

Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations

under its Guarantee.

(d)            Any

Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain

liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor

under the Indenture as provided in this Article 10.

Article 11

SATISFACTION AND DISCHARGE

Section 11.01         Satisfaction

and Discharge.

This Supplemental Indenture

will be discharged and will cease to be of further effect as to all Notes of a Series issued hereunder, when:

(1)            either:

(A)          all

Notes of such Series that have been authenticated, except lost, stolen or destroyed Notes of such Series that have been replaced

or paid and all Notes of such Series for whose payment money has been deposited in trust and thereafter repaid to the Company, have

been delivered to the Trustee for such Notes of such Series for cancellation; or

(B)           all

Notes of such Series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution

of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably

deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,

non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts

as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes

of such Series not delivered to the Trustee for cancellation for principal, premium, if any, and interest to the date of maturity

or redemption;

(2)            in

respect of subclause (b) of clause (1) of this Section 11.01, no Event of Default under this Supplemental Indenture

has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be

applied to such deposit or the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation

of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any

Guarantor is bound;

(3)            the

Company or any Guarantor has paid or caused to be paid all sums payable by it with respect to Notes of such Series under this Supplemental

Indenture; and

(4)            the

Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the

payment of the Notes of such Series at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s

Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction

and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of

this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof will survive. In addition,

nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 of the Base Indenture, that,

by their terms, survive the satisfaction and discharge of this Supplemental Indenture.

Section 11.02         Application

of Trust Money.

Subject to the provisions

of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in

trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either directly or through

any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,

of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need

not be segregated from other funds except to the extent required by law.

If the Trustee or Paying

Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal

proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting

such application, the Company’s and any Guarantor’s obligations under this Supplemental Indenture and the Notes shall be

revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company

has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the

Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities

held by the Trustee or Paying Agent.

Article 12

MISCELLANEOUS

Section 12.01         [Reserved].

Section 12.02         Notices.

Any notice or communication

by the Company, any Guarantor or the Trustee to the others is duly given if in writing, in English, and delivered in Person or mailed

by first class mail (registered or certified, return receipt requested), telecopier, as a “.pdf” attachment to an email or

overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

NRG Energy, Inc.

1301 McKinney Street

Houston, TX 77010

Attention: General Counsel

If to the Trustee:

Deutsche Bank Trust Company Americas

Trust and Securities Services

1 Columbus Circle, 4th Floor

Mail Stop: NYC01-0417

New York, New York 10019

USA

Attn: Corporates Team, Deal ID AA8300

Facsimile: (732) 578-4635

The Company, any Guarantor

or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications

(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five

Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business

Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication

to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing

next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or

any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication

is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice

or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 12.03         [Reserved].

Section 12.04         No

Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee,

incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the

Guarantors under the Notes, this Supplemental Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason

of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and

release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal

securities laws.

Section 12.05         Governing

Law.

THE INTERNAL LAW OF THE STATE

OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT

TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED

THEREBY.

Section 12.06         No

Adverse Interpretation of Other Agreements.

This Supplemental Indenture

may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any

such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 12.07         Successors.

All agreements of the Company

in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successors. All

agreements of each Guarantor in this Supplemental Indenture will bind its successors, except as otherwise provided in Section 10.05

hereof.

Section 12.08         Severability.

In case any provision in

the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

will not in any way be affected or impaired thereby.

Section 12.09         Counterpart

Originals.

The parties may sign any number of copies of

this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Facsimile,

documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through

a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements

related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties

agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by

this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications

with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”)

may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and

regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation

accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the

same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture

service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee or an Agent acts on any Executed Documentation

sent by electronic transmission, the Trustee or Agent will not be responsible or liable for any losses, costs or expenses arising directly

or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation

(a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send

(whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction

or communication; it being understood and agreed that the Trustee and each Agent shall conclusively presume that Executed Documentation

that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party

providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising

out of such electronic methods, including, without limitation, the risk of the Trustee or an Agent acting on unauthorized instructions

and the risk of interception and misuse by third parties. Counterparts may be delivered via facsimile, electronic mail (including any

electronic signature covered by the Electronic Signatures in Global and National Commerce Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law (e.g., www.docusign.com)) (an “Electronic Signature”)

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be legally

valid, effective and enforceable for all purposes.

Section 12.10         Table

of Contents, Headings, etc.

The Table of Contents, Cross-Reference

Table and Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only,

are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties

hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

NRG ENERGY, INC.

By:

/s/ Jean-Pierre Breaux

Name:

Jean-Pierre Breaux

Title:

Vice President & Treasurer

[Signature Page to Third Supplemental Indenture]

GUARANTORS:

ASTORIA GAS TURBINE POWER LLC

DUNKIRK POWER LLC

ENERGY CHOICE SOLUTIONS LLC

HUNTLEY POWER LLC

INDIAN RIVER POWER LLC

Meriden Gas Turbines LLC

NORWALK POWER LLC

NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC

NRG DISTRIBUTED ENERGY RESOURCES HOLDINGS LLC

NRG ECOKAP HOLDINGS LLC

NRG ENERGY SERVICES GROUP LLC

NRG HQ DG LLC

NRG INTERNATIONAL LLC

NRG RETAIL LLC

NRG ROCKFORD ACQUISITION LLC

NRG WEST COAST LLC

SOMERSET POWER LLC

VIENNA POWER LLC

By:

NRG ENERGY, INC., as Sole Member

By:

/s/ Jean-Pierre

Breaux

Name: Jean-Pierre Breaux

Title:   Vice President & Treasurer

Ace Energy, Inc.

AEV PROJECTS, LLC

Allied Home Warranty GP LLC

Allied Warranty LLC

APX GROUP LLC

Cabrillo Power I LLC

Cabrillo Power II LLC

CCS ACQUISITION HOLDCO, LLC

CHAMON POWER, LLC

Cirro Energy Services, Inc.

Cirro Group, Inc.

CPOWER ACQUISITION COMPANY, LLC

Direct Energy Business, LLC

Eastern Sierra Energy Company LLC

El Segundo Power II LLC

El Segundo Power, LLC

Energy Plus Holdings LLC

[Signature Page to Third Supplemental Indenture]

Energy Plus Natural Gas LLC

ENERWISE GLOBAL TECHNOLOGIES, LLC

Everything Energy LLC

Forward Home Security, LLC

GCP Funding Company, LLC

Green Mountain Energy Company

Independence Energy Alliance, LLC

Independence Energy Group LLC

Independence Energy Natural Gas LLC

Indian River Operations Inc.

JACK COUNTY POWER, LLC

JOHNSON COUNTY POWER, LLC

LINEBACKER POWER FUNDING, LLC

NEO Corporation

New Genco GP, LLC

NRG Affiliate Services Inc.

NRG Arthur Kill Operations Inc.

NRG Cabrillo Power Operations Inc.

NRG California Peaker Operations LLC

NRG Controllable Load Services LLC

NRG Curtailment Solutions, Inc.

NRG Dispatch Services LLC

NRG Distributed Generation PR LLC

NRG Dunkirk Operations Inc.

NRG El Segundo Operations Inc.

NRG Generation Holdings Inc.

NRG Home & Business Solutions LLC

NRG Home Services LLC

NRG Home Solutions LLC

NRG Home Solutions Product LLC

NRG Homer City Services LLC

NRG Huntley Operations Inc.

NRG Identity Protect LLC

NRG Mextrans Inc.

NRG Norwalk Harbor Operations Inc.

NRG Portable Power LLC

NRG Protects Inc. (formerly known as Home Warranty of America Inc.)

NRG Saguaro Operations Inc.

NRG Security LLC

NRG SimplySmart Solutions LLC

NRG Texas Gregory LLC

NRG Texas Holding Inc.

NRG Texas LLC

NRG Texas Power LLC

NRG VPP LLC

[Signature Page to Third Supplemental Indenture]

NRG VPP SOLUTIONS LLC

NRG Warranty Services LLC

NRG Western Affiliate Services Inc.

PEAKER POWER HOLDINGS, LLC

PHOENIX POWER HOLDINGS, LLC

PORT COMFORT POWER, LLC

REDBACK POWER LP, LLC

REDBACK POWER, LLC

Reliant Energy Northeast, LLC

Reliant Energy Power Supply, LLC

Reliant Energy Retail Holdings, LLC

Reliant Energy Retail Services, LLC

RERH Holdings, LLC

RW MILLER POWER, LLC

Saguaro Power LLC

SGE Energy Sourcing, LLC

SGE Texas Holdco, LLC

SJRR POWER HOLDCO, LLC

SJRR POWER, LLC

SMART HOME PROS, INC.

Somerset Operations Inc.

Stream Energy Columbia, LLC

Stream Energy Delaware, LLC

Stream Energy Illinois, LLC

Stream Energy Maryland, LLC

Stream Energy New Jersey, LLC

Stream Energy New York, LLC

Stream Energy Pennsylvania, LLC

Stream Georgia Gas SPE, LLC

Stream Ohio Gas & Electric, LLC

Stream SPE GP, LLC

Texas Genco GP, LLC

Texas Genco Holdings, Inc.

Texas Genco LP, LLC

TEXAS PEAKER POWER, LLC

US Retailers LLC

VICTORIA PORT POWER II HOLDCO, LLC

VICTORIA PORT POWER II, LLC

VICTORIA WLE, LP

Vienna Operations Inc.

VIVINT AMIGO, INC.

VIVINT GROUP LLC

VIVINT LLC

VIVINT LOUISIANA LLC

VIVINT PURCHASING, LLC

VIVINT SMART HOME LLC

[Signature Page to Third Supplemental Indenture]

VIVINT VI HOLDINGS, LLC

VIVINT WARRANTY AND HOME INSURANCE, LLC

WCP (Generation) Holdings LLC

West Coast Power LLC

WHARTON COUNTY GENERATION, LLC

XOOM Energy Global Holdings LLC

XOOM ENERGY, LLC

XOOM SOLAR, LLC

By:

/s/ Jean-Pierre Breaux

Name:  Jean-Pierre Breaux

Title:   Vice President & Treasurer

AWHR America’s Water Heater Rentals, L.L.C.

Bounce Energy, Inc.

Direct Energy Connected Home US Inc.

Direct Energy GP, LLC

Direct Energy HoldCo GP LLC

Direct Energy Leasing, LLC

Direct Energy Marketing LLC

Direct Energy Operations, LLC

Direct Energy Services, LLC

Direct Energy US Holdings LLC

First Choice Power, LLC

Gateway Energy Services Corporation

Home Warranty Holdings Corp.

NRG Business Marketing LLC

RSG Holding Corp.

By:

/s/ Jean-Pierre Breaux

Name:  Jean-Pierre Breaux

Title:    Vice

President

[Signature Page to Third Supplemental Indenture]

XOOM Energy California, LLC

XOOM Energy Delaware, LLC

XOOM Energy Connecticut, LLC

XOOM Energy Georgia, LLC

XOOM Energy Illinois, LLC

XOOM Energy Indiana, LLC

XOOM Energy Kentucky, LLC

XOOM Energy Maine, LLC

XOOM Energy Maryland, LLC

XOOM Energy Massachusetts, LLC

XOOM Energy Michigan, LLC

XOOM Energy New Hampshire, LLC

XOOM Energy New Jersey, LLC

XOOM Energy New York, LLC

XOOM Energy Ohio, LLC

XOOM Energy Pennsylvania, LLC

XOOM Energy Rhode Island, LLC

XOOM Energy Texas, LLC

XOOM Energy Virginia, LLC

XOOM Energy Washington D.C., LLC

By: XOOM Energy, LLC, as sole

member

By:

/s/ Jean-Pierre Breaux

Name: Jean-Pierre Breaux

Title: Vice President &

Treasurer

CPL Retail Energy

L.P.

WTU Retail Energy

L.P.

By: Direct Energy HoldCo GP

LLC, its General Partner

By:

/s/ Jean-Pierre Breaux

Name: Jean-Pierre Breaux

Title: Vice President

Direct Energy,

By: Direct Energy GP, LLC, its

General Partner

By:

/s/ Jean-Pierre Breaux

Name: Jean-Pierre Breaux

Title: Vice President

[Signature Page to Third Supplemental Indenture]

TEXAS GENCO SERVICES, LP

By: New Genco GP, LLC, its General Partner

By:

/s/ Jean-Pierre Breaux

Name: Jean-Pierre Breaux

Title: Vice President & Treasurer

Stream SPE, Ltd.

By: Stream SPE GP, LLC, its General Partner

By:

/s/ Jean-Pierre Breaux

Name: Jean-Pierre Breaux

Title: Vice President & Treasurer

NRG CONSTRUCTION LLC

NRG ENERGY SERVICES LLC

NRG MAINTENANCE SERVICES LLC

NRG RELIABILITY SOLUTIONS LLC

By:

/s/ Mark Mason

Name: Mark Mason

Title: Treasurer

ENERGY ALTERNATIVES WHOLESALE, LLC

By:

/s/ Christine Zoino

Name: Christine Zoino

Title: Vice President and Secretary

NRG OPERATING SERVICES, INC.

By:

/s/ Brian Curci

Name: Brian Curci

Title: Secretary

[Signature Page to Third Supplemental Indenture]

TRUSTEE:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:

/s/ Sebastian Hidalgo

Name: Sebastian Hidalgo

Title: Assistant Vice President

By:

/s/ Chris Niesz

Name: Chris Niesz

Title: Director

[Signature Page to Third Supplemental Indenture]

EXHIBIT A

[Face of Note]

CUSIP/CINS

4.955% Senior Secured First Lien Notes due 2031

No.

NRG ENERGY, INC.

promises to pay to                     or

registered assigns,

the principal sum of                                                                        DOLLARS

on April 30, 2031.

Interest Payment Dates: April 30 and October 30

Record Dates: April 15 and October 15

Dated:

This Note is one of the Securities

Of a Series designated therein referred

in the within-mentioned Base Indenture.

A-1

IN WITNESS WHEREOF, the Issuer

has caused this instrument to be duly executed.

NRG ENERGY, INC.

By:

Name:

Title:

A-2

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:

Name:

Title:

A-3

[Back of Note]

4.955% Senior Secured First Lien Notes due 2031

[Insert the Global Legend, if applicable pursuant

to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable

pursuant to the provisions of the Indenture]

[Insert the Original Issue Discount Legend,

if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein

have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.

(1)            INTEREST.

NRG Energy, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of

this Note at 4.955% per annum from April 28, 2026 until maturity. The Company shall pay interest semi-annually in arrears on April 30

and October 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest

Payment Date”) (and such payment will include interest to the original interest payment date only). Interest on this Note will

accrue from (and including) April 28, 2026; provided that if there is no existing Default in the payment of interest, and

if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest

shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be

October 30, 2026. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)            METHOD

OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of

Notes at the close of business on the April 15 and October 15 next preceding the Interest Payment Date, even if such Notes

are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base

Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office

or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest

may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire

transfer of immediately available funds will be required with respect to principal of, premium, if any, and interest on, all Global Notes

and in the case of certificated notes the Holders of which will have provided wire transfer instructions to the Company or the Paying

Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment

of public and private debts.

(3)            PAYING

AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent and

Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company or any

of its Subsidiaries may act as Paying Agent or Registrar.

A-4

(4)            INDENTURE.

This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under the

Indenture, dated as of October 8, 2025 (the “Base Indenture”), between the Company and the Trustee, as supplemented

by the Second Supplemental Indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture” and,

together with the Base Indenture the “Existing Indenture”), among the Company, the Guarantors party thereto and the

Trustee and as further supplemented by the Third Supplemental Indenture, dated as of April 28, 2026 (the “Supplemental

Indenture” and, together with the Existing Indenture, the “Indenture”), among the Company, the Guarantors

party thereto and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms,

and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the

express provisions of the Base Indenture, the provisions of this Note shall govern and be controlling, and to the extent any provision

of this Note conflicts with the express provisions of the Supplemental Indenture, the provisions of the Supplemental Indenture shall

govern and be controlling. The Company shall be entitled to issue Additional Notes pursuant to Section 2.05 of the Supplemental

Indenture. The Notes are secured first lien obligations of the Company.

(5)            OPTIONAL

REDEMPTION.

(a)            Prior

to March 30, 2031 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the

Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal

amount and rounded to three decimal places) equal to the greater of:

(A)          (i) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury

Rate plus 20 basis points less (ii) interest accrued to the date of redemption, and

(B)           100%

of the principal amount of the Notes to be redeemed; and

plus, in either

case, accrued and unpaid interest thereon to the redemption date.

(b)            On

or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time, at a redemption price equal to 100% of

the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date.

A-5

Rate” means, with respect to any redemption date, the yield determined by NRG in accordance with the following two paragraphs:

(A)          The

Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government

securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption

date based upon the yield or yields for the most recent day that appear after such time on such day in

the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest

Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government

securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In

determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15

exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is

no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the

Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately

longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of

days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on

H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity

date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

(B)            If