Form 8-K

8-K — Solaris Energy Infrastructure, Inc.

Accession: 0001193125-26-410682

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0001697500

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — d567251d8k.htm (Primary)

EX-4.1 (d567251dex41.htm)

EX-10.1 (d567251dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d567251d8k.htm · Sequence: 1

8-K

false 0001697500 0001697500 2026-10-01 2026-10-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38090

81-5223109

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value

“SEI”

New York Stock Exchange

Indicate by check mark

NYSE Texas, Inc.

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.

Indenture

On October 1, 2026, Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris Energy Infrastructure, Inc. (the “Company”), issued $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 (the “Notes”) in a private placement (the “Offering”) conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued at par for net proceeds of approximately $1,227.2 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Issuer intends to use the net proceeds from the Offering for general corporate purposes, growth capital expenditures and to pay fees and expenses related to the Offering.

The Notes are governed by an Indenture, dated as of October 1, 2026 (the “Indenture”), by and among the Company, the Issuer, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will mature on April 1, 2032, and interest on the Notes is payable semi-annually in arrears on each April 1 and October 1, commencing April 1, 2027, at a rate of 7.000% per annum. The Notes are unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors (the “Guarantees”). The Notes and the Guarantees (i) rank equally in right of payment with all existing and future senior indebtedness of the Issuer, the Company and the Subsidiary Guarantors, (ii) are structurally senior to the Company’s 4.75% Convertible Senior Notes due 2030 and 0.25% Convertible Senior Notes due 2031 (collectively, the “Convertible Notes”) to the extent of the Guarantees by the Subsidiary Guarantors and (iii) are senior in right of payment to the corresponding subordinated intercompany convertible notes issued by the Issuer to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes.

Optional Redemption

At any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in an amount not greater than the net cash proceeds of one or more equity offerings, at a redemption price of 107.000% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided that: (i) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding the Notes held by the Company and its subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. In addition, at any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemption date.

On and after April 1, 2029, the Issuer may on any one or more occasions redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year

Percentage

2029

103.500%

2030

101.750%

2031 and thereafter

100.000%

Change of Control

If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to repurchase all or any part of the outstanding Notes in cash at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase.

Certain Covenants

The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain

preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

Events of Default

The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, a guarantee being held unenforceable or invalid, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 7.000% Senior Notes due 2032, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

First Amendment to Credit Agreement

On October 1, 2026, the Issuer, as borrower, the Company, as parent, the subsidiary guarantors thereto, the lenders party thereto, and MUFG Bank, Ltd., as administrative agent, entered into a First Amendment to Credit Agreement (the “First Amendment”), which amends that certain Credit Agreement, dated as of May 12, 2026 (the “Original Credit Agreement,” and the Original Credit Agreement, as amended by the First Amendment, the “Credit Agreement”), governing the Issuer’s senior secured revolving credit facility (the “Revolving Credit Facility”). The First Amendment, among other things, (i) increased the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million, through the exercise in full of the incremental commitment feature under the Credit Agreement, and (ii) increased the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, 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 information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

4.1

Indenture, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, Solaris Energy Infrastructure, Inc., the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of 7.000% Senior Notes due 2032 (included as Exhibit A in Exhibit 4.1).

10.1

First Amendment to Credit Agreement, dated as of October 1, 2026, by and among Solaris Energy Infrastructure, LLC, as borrower, Solaris Energy Infrastructure, Inc., as parent, MUFG Bank, Ltd., as administrative agent, and the lenders party thereto.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

Date: October 1, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

By:

/s/ STEPHAN E. TOMPSETT

Name:

Stephan E. Tompsett

Title:

Chief Financial Officer

EX-4.1

Filename: d567251dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

SOLARIS ENERGY INFRASTRUCTURE, LLC

and

EACH OF THE

GUARANTORS PARTY HERETO

INDENTURE

Dated as of

October 1, 2026

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

7.000% Senior Notes due 2032

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE; MEASURING COMPLIANCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Incorporation by Reference of Trust Indenture Act

Section 1.04

Rules of Construction

Section 1.05

Limited Condition Transactions; Measuring Compliance

ARTICLE II. THE NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

ARTICLE III. REDEMPTION AND PREPAYMENT

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes to Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption Price

Section 3.06

Notes Redeemed in Part

Section 3.07

Optional Redemption

Section 3.08

Mandatory Redemption

Section 3.09

Offer to Purchase by Application of Excess Proceeds

ARTICLE IV. 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

Restricted Payments

Section 4.08

Dividend and Other Payment Restrictions Affecting Subsidiaries

Section 4.09

Incurrence of Indebtedness and Issuance of Preferred Stock

Page

Section 4.10

Asset Sales

Section 4.11

Transactions with Affiliates

Section 4.12

Liens

Section 4.13

[Reserved]

Section 4.14

Parent Existence

Section 4.15

Offer to Repurchase Upon Change of Control

Section 4.16

[Reserved]

Section 4.17

Additional Note Guarantees

Section 4.18

Designation of Restricted and Unrestricted Subsidiaries

Section 4.19

Covenant Termination

ARTICLE V. SUCCESSORS

Section 5.01

Merger, Consolidation or Sale of Assets

Section 5.02

Successor Corporation Substituted

ARTICLE VI. 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 Claim

Section 6.10

Priorities

Section 6.11

Undertaking for Costs

ARTICLE VII. TRUSTEE

Section 7.01

Duties of Trustee

Section 7.02

Rights of Trustee

Section 7.03

Individual Rights of Trustee

Section 7.04

Trustee’s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

[Reserved]

Section 7.07

Compensation and Indemnity

Section 7.08

Replacement of Trustee

Section 7.09

Successor Trustee by Merger, etc.

Section 7.10

Eligibility; Disqualification

Section 7.11

Preferential Collection of Claims Against Issuer

ARTICLE VIII. 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

Page

Section 8.05

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

Section 8.06

Repayment to Issuer

Section 8.07

Reinstatement

ARTICLE IX. 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 X. NOTE GUARANTEES

Section 10.01

Guarantee

Section 10.02

Limitation on Guarantor Liability

Section 10.03

Execution and Delivery of Note Guarantee

Section 10.04

Guarantors May Consolidate, etc., on Certain Terms

Section 10.05

Releases

ARTICLE XI. SATISFACTION AND DISCHARGE

Section 11.01

Satisfaction and Discharge

Section 11.02

Application of Trust Money; Miscellaneous

100

ARTICLE XII. MISCELLANEOUS

101

Section 12.01

[Reserved]

101

Section 12.02

Notices

101

Section 12.03

[Reserved]

102

Section 12.04

Certificate and Opinion as to Conditions Precedent

102

Section 12.05

Statements Required in Certificate or Opinion

102

Section 12.06

Rules by Trustee and Agents

103

Section 12.07

No Personal Liability of Directors, Officers, Employees and Unitholders

Section 12.08

Governing Law; Waiver of Jury Trial

103

Section 12.09

No Adverse Interpretation of Other Agreements

103

Section 12.10

Successors

103

Section 12.11

Severability

103

Section 12.12

Counterpart Originals

103

Section 12.13

Table of Contents, Headings, etc.

104

Section 12.14

Payment Date Other Than a Business Day

104

Section 12.15

Evidence of Action by Holders

104

Section 12.16

Force Majeure

104

Section 12.17

U.S.A. PATRIOT Act

105

iii

EXHIBITS

Page

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF NOTATION OF GUARANTEE

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE

THIS INDENTURE dated as of October 1, 2026 is among Solaris Energy Infrastructure, LLC,

a Delaware limited liability company (the “Issuer”), Solaris Energy Infrastructure, Inc., a Delaware corporation (“Parent”), the other Guarantors (as defined herein) and U.S. Bank Trust Company, National

Association, as Trustee.

The Issuer, the Parent, the other 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) of the 7.000% Senior Notes due 2032 (the “Notes”):

ARTICLE I.

DEFINITIONS AND

INCORPORATION

BY REFERENCE; MEASURING COMPLIANCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and

the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness or Disqualified Stock of any other Person existing at the time such other Person was merged with or into or

became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred or Disqualified Stock is issued in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such

specified Person; and

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

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with

Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person

means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person,

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,

the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar or Paying Agent.

“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.

“Asset

Sale” means:

(1) the sale, lease, conveyance or other disposition of any properties or assets (including by way

of a sale and leaseback transaction); provided, however, that the disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15

and/or by Section 5.01 and not by the provisions of Section 4.10; and

(2) the issuance of Equity Interests in any of the Issuer’s Restricted

Subsidiaries or the sale of Equity Interests by the Issuer or any of its Restricted Subsidiaries in any of its Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves properties or assets having a Fair Market Value of

less than $50.0 million;

(2) a transfer of properties or assets between or among any of the Issuer and its Restricted

Subsidiaries;

(3) an issuance or sale of Equity Interests by a Restricted Subsidiary to the Issuer or to another

Restricted Subsidiary;

(4) the sale, lease or other disposition of products, services, equipment, inventory or accounts

receivable in the ordinary course of business or consistent with industry practice and any sale or other disposition of damaged, worn-out, uneconomic, obsolete, non-core

or surplus properties, equipment or assets in the ordinary course of business or consistent with industry practice;

(5)

the sale or other disposition of cash or Cash Equivalents, Hedging Contracts or other financial instruments in the ordinary course of business or consistent with past practice;

(6) a Restricted Payment that is permitted by Section 4.07 or a Permitted Investment;

(7) the creation or perfection of a Lien that is not prohibited by Section 4.12;

(8) dispositions in connection with Permitted Liens;

(9) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any

kind;

(10) the grant in the ordinary course of business of any non-exclusive

license of patents, trademarks, registrations therefor and other similar intellectual property;

(11) any expropriation,

taking, sale or other disposition of assets (including any receipt of proceeds related thereto) by any foreign government or any of its political subdivisions, agencies or controlled entities;

(12) foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any property or other

assets or the granting of Liens not prohibited by this Indenture; and

(13) an Asset Swap.

“Asset Swap” means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase

and sale or exchange of any assets or properties used or useful in a Permitted Business between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with

Section 4.10 as if the Asset Swap were an Asset Sale.

“Attributable Debt” in respect of a sale and leaseback transaction means,

at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been

extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. As used in the preceding

sentence, the “net rental payments” under any lease for any such period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be

paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include

the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

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

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”

will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the

occurrence of a subsequent condition. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have correlative meanings.

“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, board of managers or other governing body

of the general partner of the partnership, or any committee thereof duly authorized to act on behalf of such board;

(3)

with respect to a limited liability company, the board of directors or board of managers, the managing member or members or any controlling committee of managing members or other governing body; 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 applicable

Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New

York or another place of payment are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination is to be

made, the amount of the liability in respect of a finance lease that would at that time be required to be capitalized on a balance sheet prepared 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; provided that all obligations of the Issuer and its Restricted Subsidiaries that are or would be

characterized as an operating lease as determined in accordance with GAAP as in effect on the Issue Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capital

Lease Obligation) for purposes of this Indenture regardless of any change in GAAP following the Issue Date (that would otherwise require such obligation to be recharacterized as a Capital Lease Obligation).

“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.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by (i) the United States government or any agency or

instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) or (ii) any foreign country whose sovereign debt has a rating of at least

“A3” from Moody’s and at least “A-“ from S&P or Fitch or any agency or instrumentality of such foreign country (provided that the full faith and credit of such foreign

country is pledged in support of those securities), in each case having maturities of not more than 12 months from the date of acquisition;

(2) marketable general obligations issued by any state of the United States of America or any political subdivision of any such

state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either S&P, Fitch or Moody’s;

(3) certificates of deposit, demand deposits and Eurodollar time deposits with maturities of one year or less from the date of

acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits routinely offered by commercial banks, in each case, with any domestic commercial bank that (a) has capital and surplus in excess of

$250.0 million (or the equivalent thereof in any other currency or currency units) and (b) has either (i) a Thomson Bank Watch Rating of “B” or better or (ii) issues long-term debt securities with a rating of at least

“A-” (or then equivalent grade, in each case with a stable outlook) by S&P or Fitch and at least “A3” (or then equivalent grade, in each case with a stable outlook) by

Moody’s;

(4) repurchase obligations with a term of not more than seven days for

underlying securities of the types described in clauses (1), (2) and (3) of this definition entered into with any financial institution meeting the qualifications specified in clause (3) of this definition;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s, S&P or Fitch, or carrying an

equivalent rating by any other Rating Agency, if Moody’s, S&P or Fitch cease publishing ratings, and in each case maturing within 270 days after the date of acquisition;

(6) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause

(3) of this definition; and

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of

the kinds described in clauses (1) through (5) of this definition.

“Cash Management Obligations” means

(1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer, treasury services and cash management services, including controlled disbursement

services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash management arrangements or any automated clearing house arrangements, (2) other

obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the

foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house

transfers of funds).

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

(1) the direct or indirect sale, lease, 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 (including Capital Stock of the Restricted Subsidiaries) of the Issuer and its Restricted Subsidiaries taken as a whole, to any

“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders; and

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is

that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent or

the Issuer, measured by voting power rather than number of shares, units or the like, unless the Permitted Holders have, at such time, the right or the ability by proxy, voting power, contract or otherwise to directly or indirectly elect, designate,

nominate or appoint Persons holding a majority of votes of the Board of Directors of the Parent.

Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act:

(a) a “person” (as that term is used in

Section 13(d)(3) of the Exchange Act) shall not be deemed to have Beneficial Ownership of Voting Stock (i) pursuant to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions

contemplated by such agreement, (ii) as a result of 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 or (iii) as a result of any veto or approval rights in any joint venture agreement, shareholder agreement or other similar agreement; and

(b) (i) a conversion of the Parent, the Issuer or any Restricted Subsidiary from a limited

partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or (ii) an exchange of all of the outstanding Equity Interests in one form of

entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as immediately following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange

Act) who Beneficially Owned the Capital Stock of the Parent or the Issuer immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such new entity.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and Rating Decline. Notwithstanding

the foregoing, for the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Clearstream” means Clearstream Banking, société anonyme.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Commission” or “SEC” means the Securities and Exchange Commission.

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

Person for such period plus (a) without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) interest expense for such period, (ii) income tax expense for such period, tax

expense associated with taxes deemed the equivalent to income taxes pursuant to GAAP (e.g., Texas gross receipts tax) for such period and sales tax expense for such period, in each case net of any tax refunds, (iii) all amounts attributable to

depreciation and amortization expense for such period, (iv) any extraordinary, non-recurring or unusual non-cash charges or losses (including any non-cash extraordinary, non-recurring or unusual losses resulting from any property, business unit, line of business or asset that is sold, transferred, closed or otherwise

disposed of or classified as discontinued operations by such specified Person or any of its Restricted Subsidiaries) for such period, (v) any other non-cash charges for such period, including, for the

avoidance of doubt, any non-cash charge that relates to the write-down or write-off of inventory (but excluding any non-cash

charge in respect of an item that was included in Consolidated Net Income in a prior period), (vi) any reasonable and documented out-of-pocket fees, costs and expenses

incurred in connection with the negotiation and documentation related to the Credit Agreement and the Notes, (vii) any reasonable and documented out-of-pocket fees,

costs and expenses incurred in connection with any of the following transactions (including any such transaction undertaken but not completed): (A) any incurrence, repayment, refinancing, amendment or modification of Indebtedness (including any

amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties), (B) any permitted acquisition or other investment or purchase (in one transaction or a series of

transactions) of any other interest in any other Person or any assets of any other Person (whether through purchase of assets, merger or otherwise), (C) any disposition of assets outside the ordinary course of business, (D) any issuance or

repurchase of Equity Interests or (E) any other transaction outside the ordinary course of business, in each case permitted hereunder, (viii) fees, costs and expenses incurred or paid in connection with operating improvements,

restructurings, cost savings initiatives and/or any similar transactions or initiatives, (ix) equity-based compensation in connection with a long term incentive plan to certain executives and other key employees of such specified Person or any

of its Restricted Subsidiaries, and

(x) the amount of “run rate” cost savings, operating expense reductions and synergies resulting from acquisitions or contracts, in each case projected by such Person in good faith to

be realized, as a result of actions taken or initiated or expected to be taken, within 18 months of the end of such period (calculated on a pro forma basis as though such “run rate” cost savings, operating expense reductions and

synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (1) such “run rate” cost-savings, operating expense reductions

and synergies are reasonably identifiable and factually supportable, (2) no “run rate” cost-savings, operating expense reductions or synergies may be included pursuant to this clause (a)(x) to the extent duplicative of any expenses

or charges relating thereto that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing Consolidated Net Income for such period, (3) such adjustments may be incremental to (but not duplicative of)

pro forma adjustments, and (4) the aggregate amount of “run rate” cost savings, operating expense reductions and synergies pursuant to this clause (a)(x) shall not exceed 10% of Consolidated Net Income for such period (without

giving effect to any adjustments pursuant to this clause (a)(x)), minus (b) without duplication and to the extent included in determining Consolidated Net Income for such period, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary non-cash gains (excluding gains on asset sales in the ordinary course of

business) and any non-cash items of income for such period, all calculated for such specified Person and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” means, with respect to any specified Person, as of any date of determination, the ratio of

(1) all Indebtedness for money borrowed and Capital Lease Obligations, in each case other than intercompany Indebtedness owing to the Issuer or any Restricted Subsidiary, to the extent appearing on the balance sheet of the Issuer determined on

a consolidated basis in accordance with GAAP as of the end of the most recent fiscal quarter minus the aggregate amount of unrestricted cash and Cash Equivalents on the consolidated balance sheet of such Person to (2) the Consolidated Cash Flow

of such Person and its Restricted Subsidiaries for the most recent four consecutive fiscal quarters ending prior to the date of determination for which quarterly financial statements in respect thereof are available. For purposes of this definition,

Indebtedness and Consolidated Cash Flow shall be determined on a pro forma basis to the same extent as set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Net Income” means, with respect to any specified Person for any period, the net income (or loss) of such

Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a

Restricted Subsidiary or is merged into or consolidated with such specified Person or any of its Restricted Subsidiaries, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which such specified Person or any of

its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by such specified Person or a Restricted Subsidiary in the form of dividends or similar distributions, and (c) the

undistributed earnings of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any contractual obligation (other than

under any loan document relating to the Credit Agreement) or requirement of law applicable to such Restricted Subsidiary and (d) any Public Company Costs.

“Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of

total assets (less applicable reserves reflected in such balance sheet) included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP, after deducting (a) all current liabilities of

Indebtedness incurred under Credit Facilities and reflected in such balance sheet and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet. For purposes of

this definition, Consolidated Net Tangible Assets shall be determined on a pro forma basis in a manner consistent with the adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

“Contingent Obligations” means, with respect to any Person, any

obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether

directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to

purchase any such primary obligation or any property constituting direct or indirect security therefor,

(a) to advance or

supply funds,

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

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

the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner

of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“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 the office of the Trustee in Irving, Texas at which at

any particular time its corporate trust business in relation to the Notes shall be administered, which office on the date hereof is located at 1255 Corporate Drive, 6th Floor, Irving, Texas 75038,

Attention: Solaris Energy Infrastructure, LLC Administrator, or in any case such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee

(or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Credit Agreement” means that certain Credit Agreement, dated May 12, 2026, by and among Solaris Energy

Infrastructure, LLC, as borrower, Solaris Energy Infrastructure, Inc., as parent, and the other obligors party thereto, MUFG Bank, Ltd., as Administrative Agent, CSC Delaware Trust Company, as Collateral Agent, and the other lenders party thereto

(including any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or

in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance,

substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding

or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), or other

financing arrangements (including, without limitation, asset backed securities facilities, commercial paper facilities, indentures or other capital markets financings), in each case with banks or other institutional lenders or investors, providing

for revolving credit loans, term loans, capital market financings, debt securities, note issuances, private placements, asset backed securitizations, receivables financings (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, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced 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.

“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such

Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

“De Minimis Guaranteed Amount” means an aggregate

outstanding principal amount of Indebtedness equal to $50.0 million.

“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 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the

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

“Depositary” means, with respect

to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become

such pursuant to the applicable provision of this Indenture.

“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 Issuer and/or any one or more of the Guarantors (the “Performance References”).

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to

an Officers’ Certificate, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

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

convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable

at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified

Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of

such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

“Domestic Subsidiary” means any Restricted Subsidiary that was formed

under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests”

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

“Equity Offering” means any public or private sale of Capital Stock of the Parent (other than Disqualified Stock and other

than to a Subsidiary of the Parent) made for cash on a primary basis by the Parent, or any cash contribution to the equity capital of the Issuer, in each case made after the date of this Indenture.

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries

(other than (i) Indebtedness under the Credit Agreement, which is considered incurred under Section 4.09(b)(1), (ii) the Notes and the Note Guarantees and (iii) intercompany Indebtedness between or among the Issuer and any of its

Restricted Subsidiaries) in existence on the date of this Indenture, until such amounts are repaid.

“Excluded

Contributions” means net cash proceeds or property or assets received by the Issuer as capital contributions to the equity (other than through the issuance of Disqualified Stock) of the Issuer after the Reference Date or from the issuance

or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any Subsidiary of the Issuer for the benefit of their employees to the extent funded by the Issuer or any Restricted Subsidiary)

of Capital Stock (other than Disqualified Stock) of the Issuer.

“Excluded Subsidiary” means any Subsidiary that is

(i) a Foreign Subsidiary or a direct or indirect Subsidiary of a Foreign Subsidiary, (ii) a FSHCO, (iii) an Immaterial Subsidiary, (iv) not, directly or indirectly, a Wholly-Owned Subsidiary or (v) an Unrestricted

Subsidiary. Notwithstanding anything to the contrary herein, (A) in no event shall the Issuer be an Excluded Subsidiary and (B) clause (iv) of the preceding sentence will only apply if the transaction causing such Subsidiary to not be a

Wholly-Owned Subsidiary is entered into for a bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such Subsidiary to be an Excluded Subsidiary.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a

transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Issuer or by an Officer of the Issuer.

“Fitch” means Fitch Ratings, Inc. or any successor to the rating agency business thereof.

“Fixed Charge Coverage Ratio” means with respect to any specified Person

for any four-quarter reference period for which financial statements are available ending on or prior to the date of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio (the “Test Period”), the

ratio of the (x) Consolidated Cash Flow of such Person for such Test Period to (y) the Fixed Charges of such Person for such Test Period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes,

Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock subsequent to the commencement of the applicable four-quarter reference period and on

or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such

incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such

period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) Specified Transactions 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 as if they had occurred on the first day of the four-quarter reference period, including any Consolidated Cash Flow and any reasonably identifiable and factually supportable pro

forma “run rate” cost savings, expense and cost reductions and synergies that have occurred or are projected in good faith by a responsible financial officer, in his or her capacity as such, of the Issuer, to occur

within the next 18 months and for which the actions necessary to realize such cost savings, expense and cost reductions and synergies are taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith

determination of such officer) (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated

under the Securities Act or any other regulation or policy of the Commission related thereto), provided that (i) no cost savings, expense and cost reductions and synergies shall be added pursuant to this definition to the extent duplicative

of any expenses or charges otherwise added to Consolidated Cash Flow whether through a pro forma adjustment, add back exclusion or otherwise, for such period and (ii) the aggregate amount of any such cost savings, expense and cost

reductions and synergies (run rate or otherwise) to be included pursuant to this clause (1) shall not exceed 20% of Consolidated Cash Flow for such period. For the purposes of this Indenture, “run rate” means the full

recurring benefit for a period that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s

compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions;

(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) the Fixed

Charges 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, but only to the extent that the

obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a

Restricted Subsidiary of the specified Person at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary of the specified Person

on the Calculation Date will be deemed not to have been a Restricted Subsidiary of the specified Person at any time during such four-quarter period;

(6) interest income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or

Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge

Coverage Ratio, will be included;

(7) if any Indebtedness bears a floating rate of interest and is being given pro

forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into

account any interest Hedging Contract applicable to such Indebtedness, but if the remaining term of such interest Hedging Contract is less than 12 months, then such interest Hedging Contract shall only be taken into account for that portion of the

period equal to the remaining term thereof);

(8) if any Indebtedness is incurred under a revolving credit facility and is

being given pro forma effect, the interest expense on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation;

(9) Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar

rate, a eurocurrency interbank offered rate, or other rate, will be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate; and

(10) Interest on a Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by a

responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“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 Restricted Subsidiaries for such period, whether paid or accrued

(including the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or

bankers’ acceptance financings, but excluding amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations,

upfront fees, underwriting fees or similar charges paid in connection with incurrence of Indebtedness where the fees are paid from the proceeds of such financing), and including the effect of all payments made or received pursuant to interest rate

Hedging Contracts other than to terminate such Hedging Contracts, but excluding any unrealized mark to market losses and gains under Hedging Contracts (including, without limitation, those resulting from the application of FASB ASC Topic

No. 815); plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was

capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is

Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or on

any series of preferred securities of any of its Restricted Subsidiaries, other than dividends payable solely in Equity Interests of the payor (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person,

in each case, on a consolidated basis and determined in accordance with GAAP.

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

“FSHCO” means a Domestic Subsidiary that owns no material assets (directly or through one or more disregarded entities)

other than Equity Interests (including any Indebtedness that is treated as equity for U.S. federal income tax purposes) or equity interests and Indebtedness of one or more Foreign Subsidiaries that are “controlled foreign corporations”

within the meaning of Section 957 of the Code or other FSHCOs.

“GAAP” means generally accepted accounting

principles in the United States, which are in effect from time to time.

“Global Note Legend” means the legend set

forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global

Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of

Exhibit A hereto, and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)

hereof.

“Government Securities” means (1) direct obligations of the United States of America for the timely

payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally

guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the Issuer thereof, and shall also include a depository receipt issued by a bank (as defined in

Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such

depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the

Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“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, acting as co-obligor or through letters of credit or reimbursement agreements in respect thereof, of all

or any part of any Indebtedness, provided that any agreement by the Issuer or any of its Restricted Subsidiaries to repurchase equipment at a price not greater than its Fair Market Value shall not be deemed a guarantee of Indebtedness. When

used as a verb, “Guarantee” has a correlative meaning.

“Guarantors” means each of:

(1) the Parent;

(2) the Subsidiaries of the Parent, other than the Issuer, executing this Indenture as initial Guarantors; and

(3) any other Restricted Subsidiary that becomes a Guarantor in accordance with the provisions of this Indenture;

and their respective successors and assigns, in each case, until the Note Guarantee of such Person is released in accordance with the

provisions of this Indenture.

“Hedging Contracts” means, with respect to any specified Person, the obligation of such

Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements entered

into with one or more financial institutions and intended to manage the exposure of the Person or any of its Restricted Subsidiaries entering into the agreement to fluctuations in interest rates with respect to Indebtedness incurred;

(2) foreign exchange contracts and currency protection agreements entered into with one or more financial institutions and

intended to manage the exposure of the Person or any of its Restricted Subsidiaries entering into the agreement to fluctuations in currency exchange rates with respect to Indebtedness incurred;

(3) any commodity futures contract, commodity option or other similar agreement or arrangement intended to manage exposure to

fluctuations in the price of commodities used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and

(4) other agreements or arrangements intended to manage the exposure of such Person or any of its Restricted Subsidiaries to

fluctuations in interest rates, commodity prices or currency exchange rates.

“Holder” means a Person in whose name a

Note is registered.

“Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary that has

been designated as such by Issuer and does not have total assets, total revenue or Consolidated Cash Flow that accounts for more than 5.0% of the total assets, total revenue or Consolidated Cash Flow, respectively, of Issuer and its Restricted

Subsidiaries measured on a consolidated basis for the most recently ended Test Period; provided that all such Restricted Subsidiaries designated as “Immaterial Subsidiaries” shall not have total assets, total revenue or

Consolidated Cash Flow in the aggregate that accounts for more than 10.0% of the total assets, total revenue or Consolidated Cash Flow, respectively, of Issuer and its Restricted Subsidiaries measured on a consolidated basis for the most recently

ended Test Period.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,

whether or not contingent and without duplication:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments;

(3) in respect of all outstanding letters of credit issued for the account of such Person that support obligations that

constitute Indebtedness (provided that the amount of such letters of credit included in Indebtedness shall not exceed the amount of the Indebtedness being supported) and the unreimbursed amount of all drafts drawn under letters of credit

issued for the account of such Person;

(4) in respect of bankers’ acceptances;

(5) representing Capital Lease Obligations;

(6) representing all Attributable Debt in respect of sale and leaseback transactions not involving a Capital Lease Obligation;

(7) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that

constitutes an accrued expense or trade payable in the ordinary course of business; or

(8) representing any obligations

under Hedging Contracts,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and obligations

under Hedging Contracts) 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. For the avoidance of doubt, the

term “Indebtedness” excludes (i) Contingent Obligations incurred in the ordinary course of business or consistent with past practice, (ii) deferred or prepaid revenues arising in the ordinary course of business,

(iii) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn), (iv)

asset retirement obligations and obligations in respect of reclamation and workers’ compensation (including pensions and retiree medical care), (v) any amounts payable or other liabilities to trade creditors (including undrawn letters of

credit) arising in the ordinary course of business, (vi) Hedging Contracts; provided that such agreements are entered into for bona fide hedging purposes of such Person or its Restricted Subsidiaries (as determined in good faith by the

board of directors or senior management of such Person, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar

agreement, such agreements are related to business transactions of such Person or its Restricted Subsidiaries entered into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate futures

agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements substantially correspond

in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of such Person or its Restricted Subsidiaries incurred without violation of this Indenture, (vii) obligations in respect of surety and bonding requirements

of the Issuer and its Restricted Subsidiaries, (viii) any obligation arising from any agreement providing for indemnities, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or

disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by the specified Person in

connection with the acquisition or disposition of assets, (ix) taxes, assessments or other similar governmental charges or claims, (x) any obligation arising from the honoring by a bank

or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such obligation is extinguished within five Business Days of its incurrence, and

(xi) obligations owed on a short-term basis to banks and other financial institutions incurred in the ordinary course of business that arise in connection with ordinary banking arrangements to manage cash balances of such Person. The term

“Indebtedness” also excludes any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the

Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount

of such direct payment or reimbursement obligation shall constitute Indebtedness.

The amount of any Indebtedness outstanding as of any

date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue

discount;

(2) in the case of obligations under any Hedging Contracts, the termination value of the agreement or

arrangement giving rise to such obligations that would be payable by such Person at such date;

(3) in the case of any

Capital Lease Obligations, the amount determined in accordance with the definition thereof;

(4) in the case of contingent

obligations (other than those specified in clauses (1) and (2) of this paragraph), the maximum liability at such date of such Person; and

(5) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past

due, in the case of any other Indebtedness.

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

time.

“Independent Assets or Operations” means, with respect to a direct or indirect parent, such parent’s total

assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding, in each case, amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance

with GAAP and as shown on the most recent balance sheet of such parent, is, in each case, more than 5.0% of such parent’s corresponding consolidated amount.

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

“Initial Notes” means the first $1.25 billion aggregate principal amount of the Notes issued under this Indenture on

the date hereof.

“Initial Purchasers” means MUFG Securities Americas Inc., Santander US Capital Markets LLC, Barclays

Capital Inc., BofA Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC,

SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, FHN Financial Securities Corp., TCBI Securities, Inc., doing business as Texas Capital Securities, Northland Securities, Inc., and Stifel, Nicolaus & Company, Incorporated.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or

the equivalent) by Moody’s and BBB- (or the equivalent) by Fitch or S&P, or if Moody’s, Fitch or S&P ceases to rate the Notes for reasons outside of the Issuer’s control, the equivalent investment grade rating from any

other Rating Agency.

“Investments” means, with respect to any Person, all direct or indirect investments by such

Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding (1) commission, travel and similar advances to officers and employees made in the

ordinary course of business or consistent with past practice and (2) accounts receivable, credit card and debit card receivables, trade credit, advances or extensions of credit to customers in the ordinary course of business or consistent with

past practice), purchases or other acquisitions of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If such Person or any

Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, such Person

will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in

the final paragraph of Section 4.07(b). The acquisition by such Person or any Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment made by such Person or such Subsidiary in such third Person in an

amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of Section 4.07(b). The designation by such

Person of any Unrestricted Subsidiary as a Restricted Subsidiary that holds an Investment in a third Person will be deemed to be an Investment made by such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment

held by the Subsidiary in such third Person on the date of such designation in an amount determined as provided in the final paragraph of Section 4.07(b). The amount of any Investment outstanding at any time shall be reduced by any dividend,

distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment. Notwithstanding anything to the contrary herein, purchases or redemptions of Equity

Interests of such Person shall be deemed not to be Investments.

“Investors” means each of (i) William A. Zartler

(including Solaris Energy Capital, LLC), (ii) Yorktown Partners LLC (including Yorktown Energy Partners X, L.P.), (iii) J Turbines, Inc., (iv) KTR Management Company, LLC and (v) Affiliates of each of the foregoing (i) through (iv)

(including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other than, in each case, any portfolio company of any of the foregoing).

“Issue Date” means October 1, 2026.

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Issuer in which the Issuer or any of

its Restricted Subsidiaries makes any Investment.

“Lien” means, with respect to any asset, any mortgage, lien, pledge,

charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature

thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary

financing statement respecting a lease not intended as a security agreement.

“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.

“Make Whole

Premium” means, with respect to a Note at any time, the excess, if any, of (a) the present value at such time of (i) the redemption price of such Note at April 1, 2029, plus (ii) any required interest payments due on

such Note through April 1, 2029 (except for currently accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30 day months), over (b) the principal amount of such Note.

“Management Investors” means the former, current or future officers, directors, employees and managers of the Issuer or any

Restricted Subsidiary or the Parent who are or become direct or indirect investors in the Issuer.

“Moody’s”

means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Proceeds”

means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale, exchange, transfer or other disposition of any non-cash consideration received in any Asset Sale), net of:

(1) the direct costs

relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees and sales commissions, severance costs and any relocation expenses incurred as a result of the Asset Sale,

(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or

deductions and any tax sharing arrangements,

(3) amounts required to be applied to the repayment of Indebtedness secured

by a Lien on the properties or assets that were the subject of such Asset Sale, and

(4) any amounts to be set aside in any

reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the Issuer or any

of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Issuer or its

Restricted Subsidiaries from such escrow arrangement, as the case may be.

“Net Short” means, with respect to a Holder

or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of

determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or

any Guarantor immediately prior to such date of determination.

“Non-Economic Preferred

Securities” means preferred securities that (i) are not Disqualified Stock and (ii) are not entitled to dividends, distributions or other economic rights, other than (x) any liquidation preference, (y) any dividends in

connection with the adoption of a “poison pill” or similar shareholder rights plan, and (z) any dividends, distributions or issuances in connection with anti-dilution adjustments contained in the terms of such preferred securities.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind

(including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, except in each case for Customary Recourse Exceptions and any Indebtedness incurred

pursuant to clause (11) of the definition of Permitted Debt; and

(2) the terms of which provide that lenders will not

have any contractual recourse to the Capital Stock or assets of the Issuer or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary), except for Customary Recourse Exceptions.

For purposes of determining compliance with Section 4.09, in the event that any Non-Recourse Debt of any of the

Issuer’s Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary.

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

“Note Guarantee” means the Guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes

as provided in Article X hereof.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial

Notes and any Additional Notes shall be treated as a single series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offer to purchase, and unless the context otherwise requires, all

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

“Obligations” means any principal,

premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses,

indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto.

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

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

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two of the Officers of the Issuer, one

of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, as the case may be, that meets the requirements of Section 12.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the

requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Parent, any Subsidiary of the Parent or the Trustee.

“Parent Entity” means any Person that, with respect to another Person,

holds, as its primary asset, 50% or more of the total voting power of the Voting Stock of such other Person having a majority of the aggregate votes on the Board of Directors of such other Person. Unless the context otherwise requires, any

references to Parent Entity refer to a Parent Entity of the Issuer and/or Parent.

“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 Liquidated Damages” means any liquidated damages paid by the Issuer or any of its Restricted Subsidiaries

pursuant to any contract or agreement entered into in connection with a Permitted Business, including any project construction contract, in respect of a failure to achieve specified performance milestones or standards.

“Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Issuer or any of its Restricted

Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock (a) of any other Person existing at the time (i) such Person became a Restricted Subsidiary, (ii) such Person was merged or

consolidated with or into the Issuer or any of its Restricted Subsidiaries, or (iii) properties or assets of such Person were acquired by the Issuer or any of its Restricted Subsidiaries and such Indebtedness or Disqualified Stock was assumed

in connection therewith, or (b) was incurred by the Issuer or any Restricted Subsidiary to finance such acquisition or merger, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or

consolidated with or into the Issuer or any of its Restricted Subsidiaries, or on the date of such property or asset acquisition, as applicable, immediately after giving effect to such transaction and any related financing transactions on a pro

forma basis as if the same had occurred at the beginning of the applicable four quarter period either:

(1) the Issuer

would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a), or

(2) the Fixed Charge Coverage Ratio of the Issuer would be equal to or greater than the Fixed Charge Coverage Ratio of the

Issuer immediately prior to such transaction.

“Permitted Business” means each business in which the Issuer or any of

its Restricted Subsidiaries is engaged on the date of this Indenture and any other business that is related or ancillary thereto and reasonable extensions thereof, including, but not limited to, (i) modular and scalable equipment-based

solutions for power generation, control and distribution, (ii) management of raw materials in oil and natural gas well completions, and (iii) businesses related to the performance of a “Qualified New Hyperscaler Contract.”

“Permitted Business Investments” means Investments by the Issuer or any of its Restricted Subsidiaries in any Unrestricted

Subsidiary of the Issuer or in any Joint Venture made in the ordinary course of business, provided that:

(1) at the

time of such Investment and immediately thereafter, the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a);

(2) if such Unrestricted Subsidiary or Joint Venture has outstanding

Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to

the Issuer or any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which the Issuer or any of its Restricted Subsidiaries may be directly or indirectly,

contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including, without limitation, any “claw back,” “make well” or “keep well”

arrangement) could, at the time such Investment is made, be incurred at that time by the Issuer and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted

Business;

provided that such Unrestricted Subsidiary or Joint Venture is not engaged in businesses related to the performance of a

Qualified New Hyperscaler Contract.

“Permitted Holders” means each of (i) the Investors, (ii) the Management

Investors, (iii) any Permitted Parent, (iv) the Parent and its Subsidiaries, (v) trusts, partnerships, limited liability companies, corporations or other entities that are controlled by one or more Persons in the foregoing clauses

(i), (ii), (iii) and (iv), and (vi) any Affiliate of any of the foregoing. Any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) whose acquisition of Beneficial Ownership constitutes a Change of Control in

respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Issuer (including through purchases of Notes but excluding redemptions, purchases, acquisitions or

other retirements of Equity Interests in the Issuer) or in a Restricted Subsidiary;

(2) any Investment in cash and Cash

Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its

properties or assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment made as a result

of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10, including pursuant to an Asset Swap;

(5) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the

Issuer;

(6) any Investments received (a) in compromise of obligations of trade creditors or customers that were

incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) as a result of a foreclosure by the Issuer or any

of its Restricted Subsidiaries with respect to any secured Investment in default;

(7) Hedging Contracts entered into in the ordinary course of business and

not for speculative purposes;

(8) Permitted Joint Venture Investments made by the Issuer or any of its Restricted

Subsidiaries and Investments in Unrestricted Subsidiaries, in an aggregate amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made

pursuant to this clause (8) and then outstanding, that does not exceed the greater of (a) $50.0 million and (b) 2.25% of the Issuer’s Consolidated Net Tangible Assets determined at the time of investment;

(9) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made

and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding, do not exceed the greater of $150.0 million and 6.5% of the

Issuer’s Consolidated Net Tangible Assets determined at the time of such Investment; provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date

of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of this definition and shall cease to have been made pursuant

to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) Permitted Business

Investments in an aggregate amount not to exceed the greater of (a) $100.0 million and (b) 4.25% of the Issuer’s Consolidated Net Tangible Assets;

(11) (i) with respect to Investments incurred in connection with a Qualified New Hyperscaler Contract, in an aggregate amount

not to exceed $250.0 million; or (ii) for any other Investment, immediately after giving pro forma effect to the Investment and the incurrence of any Indebtedness the net proceeds of which are used to make such

Investment, the Consolidated Leverage Ratio shall be no greater than 2.50 to 1.00; provided that for purposes of determining compliance with this clause (11), the Issuer may give pro forma effect to any projected cash flows, revenues

or other financial benefits reasonably expected to be realized from such Qualified New Hyperscaler Contract within 18 months of the date of such Investment, as certified by a responsible financial or accounting officer of the Issuer; and

(12) Investments in another Person if such Person is engaged in any Permitted Business in an aggregate amount (measured on the

date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause and then outstanding, that does not exceed the greater of (a)

$50.0 million and (b) 2.25% of Issuer’s Consolidated Net Tangible Assets.

In determining whether any Investment is a Permitted Investment, the

Issuer may allocate or reallocate all or any portion of an Investment among the clauses of this definition and any of the provisions of Section 4.07; provided that any Investment made pursuant to clause (11)(ii) of this definition may

not be reallocated.

“Permitted Joint Venture Investment” means, with respect to an Investment by any specified Person,

an Investment by such specified Person in any other Person engaged in a Permitted Business (a) in which the Person has significant involvement in the day to day operations and management or veto power over significant management decisions or board

or management committee representation and (b) of which at least 20.0% of the outstanding Equity Interests of such other Person is at the time owned directly or indirectly by the specified Person.

“Permitted Liens” means:

(1) any Lien securing Indebtedness under the Credit Agreement or any other Credit Facilities, in each case incurred pursuant to

Section 4.09(b)(1);

(2) Liens in favor of the Issuer or the Guarantors;

(3) Liens on property or other assets of a Person existing at the time such Person is merged with or into or consolidated with

the Issuer or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds

thereof) other than those of the Person merged into or consolidated with the Issuer or the Restricted Subsidiary;

(4)

Liens on property or other assets existing at the time of acquisition of the property or other assets by the Issuer or any Restricted Subsidiary, provided that such Liens relate solely to such property, accessions thereto or proceeds thereof;

(5) any interest or title of a lessor to the property subject to a Capital Lease Obligation;

(6) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations,

Attributable Debt, purchase money obligations or other payments incurred to finance the acquisition, lease, improvement or construction of or repairs or additions to, assets or property acquired or constructed in the ordinary course of business;

provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to

be incurred under this Indenture and does not exceed the cost of the assets or property so acquired, leased, improved or constructed; and

(b) such Liens are created within 180 days of the later of the acquisition, lease, completion of improvements, construction,

repairs or additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed

or appurtenant thereto (except that individual financings otherwise permitted to be secured pursuant to this clause (6) provided by any single Person (or its Affiliates) may be cross collateralized to other such financings provided by such

Person (or its Affiliates));

(7) Liens existing on the date of this Indenture;

(8) Liens to secure the performance of tenders, bids, statutory obligations, surety or appeal bonds, trade or customer

contracts, government contracts, operating leases, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(9) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Issuer or any

Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;

(10) Liens arising under joint venture agreements, partnership agreements

and other agreements arising in the ordinary course of business of the Issuer and its Restricted Subsidiaries that are customary in any Permitted Business;

(11) Liens upon specific items of inventory, receivables or other goods or proceeds of the Issuer or any of its Restricted

Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory,

receivables or other goods or proceeds and permitted by Section 4.09;

(12) Liens securing Obligations of the Issuer

or any Guarantor under the Notes or the Note Guarantees, as the case may be;

(13) Liens to secure performance of Hedging

Contracts of the Issuer or any of its Restricted Subsidiaries entered into in the ordinary course of business or consistent with past practice and not for speculative purposes;

(14) Liens securing (a) any defeasance trust provided that such Liens do not extend to or cover any assets or

property that is not part of such defeasance trust or (b) any insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any assets or property other than the insurance being

acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;

(15)

Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, repairman’s, mechanics’ and other like Liens, in each case, incurred in the ordinary course of business or consistent with past practice;

(16) other Liens incurred by the Issuer or any Restricted Subsidiary, provided that, after giving effect to any such

incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this clause (16) does not exceed the greater of $100.0 million and 4.25% of the Issuer’s Consolidated Net

Tangible Assets; and

(17) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses

(2) through (16) above, provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses

reasonably incurred, in connection therewith and by an amount equal to any existing commitments unutilized thereunder and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such

renewal, extension, refinance or refund are encumbered thereby (other than improvements thereon, accessions thereto and proceeds thereof).

In the event that a Lien meets the criteria of more than one of the categories of Permitted Liens described in clauses (2) through (17)

above, the Issuer will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Lien in any manner that complies with Section 4.12. Any Lien securing Indebtedness under Credit Facilities shall

be considered incurred under clause (1) of the definition of “Permitted Liens” and may not be reclassified.

“Permitted Parent” means any Person that directly or indirectly holds or acquires 100% of the total voting power of the

Voting Stock of the Parent or the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) of the Exchange Act, or any successor provision), other than any of the Permitted Holders, holds more than 50% of the total

voting power of the Voting Stock of such Person.

“Permitted Payments to a Parent Entity” means dividends or distributions

by the Parent, the Issuer or any Restricted Subsidiary to, or the making of loans or advances to, any Parent Entity in amounts required for the Parent Entity to pay, in each case without duplication,

(1) franchise and similar taxes required to maintain its corporate or other legal existence;

(2) general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses

relating to auditing and other accounting matters, legal, or engineering) of a Parent Entity;

(3) reasonable (as

determined in good faith by the Parent) fees and expenses (other than fees and expenses paid to Affiliates of a Parent Entity or Affiliate of the Parent) related to any equity or debt offering of a Parent Entity (whether or not successful);

provided that all or substantially all of the proceeds of such offering are or are intended to be permanently contributed to the capital of the Parent;

(4) for any taxable period (or portion thereof) for which the Parent or any of its Restricted Subsidiaries are members of a

consolidated, combined, unitary or similar income tax group for U.S. federal or applicable foreign, state or local income tax purposes of which a Parent Entity is the common parent (a “Tax Group”) or for which the Issuer is a

partnership or disregarded entity for U.S. federal or applicable foreign, state or local income tax purposes in any applicable taxing jurisdiction that is wholly-owned (directly or indirectly) by an entity that is (or multiple entities each of which

is) taxable as a corporation for such income tax purposes, the portion of any U.S. federal, foreign, state or local income taxes (as applicable) of such Tax Group or such Parent Entity for such taxable period that are attributable to the net taxable

income of the Parent and/or the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries); provided that for each taxable period, (A) the amount of such payments made in respect of

such taxable period in the aggregate will not exceed the amount that the Parent and the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries), as applicable, would have been required to pay

in respect of such net taxable income as stand-alone taxpayers or a stand-alone Tax Group (taking into account net losses from prior periods to the extent not previously taken into account pursuant to this clause (4) and subject to any

limitations on the utilization of such losses to reduce such taxes) calculated as if the Parent and its Restricted Subsidiaries (and to the extent permitted below, the applicable Unrestricted Subsidiaries) had paid tax on a consolidated, combined,

group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Parent and its Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries) and (B) the amount of such payments

made in respect of an Unrestricted Subsidiary will be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Parent or any Restricted Subsidiary for such purpose; provided that, for the avoidance

of doubt, taxable income for any period shall include any increases thereto as a result of any tax examination, audit or adjustment, whether for taxable periods ending prior to or after the Reference Date;

(5) salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors,

officers, members of management, consultants and independent contractors of any Parent Entity and any payroll, social security or similar taxes thereof;

(6) amounts that would be permitted to be paid directly by the Parent or its

Restricted Subsidiaries under Section 4.11(b) (other than clauses (2), (3) and (6)(b) thereof); and

(7) in amounts

required for any Parent Entity of the Issuer (including the Parent) to finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to Section 4.07 if made by the Issuer; provided that (a) such

Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment, (b) such Parent Entity must, promptly following the closing thereof, cause (i) all property acquired (whether assets or, in the

case of Equity Interests, either the Equity Interests or all of the assets of the entity for which the Equity Interests were acquired) to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (ii) the merger,

amalgamation, consolidation, or sale of the Person formed or acquired into the Issuer or one of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01) in order to consummate such Investment, acquisition or investment, (c)

such Parent Entity and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such

consideration or made such payment in compliance with this Indenture, (d) any property received by the Issuer may not increase amounts available for Restricted Payments pursuant to Section 4.07(a)(4)(C)(ii) and (e) to the extent

constituting an Investment, such Investment will be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to any provision of Section 4.07 (other than clause (b)(15) thereof) or pursuant to the definition of “Permitted

Investments.”

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted

Subsidiaries or any Disqualified Stock of the Issuer issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other

than intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries) or any Disqualified Stock of the Issuer, provided that:

(1) the principal amount (or accreted value, if applicable), or in the case of Disqualified Stock, the amount thereof

determined in accordance with the definition of Disqualified Stock, of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness or the amount of the Disqualified Stock being extended, refinanced, renewed,

replaced, defeased or refunded (plus all accrued interest on the Indebtedness or accrued and unpaid dividends on the Disqualified Stock, as the case may be, and the amount of all expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date or mandatory redemption date, as applicable, that is

either (a) later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or

refunded or (b) more than 90 days after the final maturity date of the Notes;

(3) if the Indebtedness being extended,

refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as

applicable, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is not incurred (other than by way of a Guarantee) by

a Restricted Subsidiary (other than any Guarantor) if the Issuer is the issuer or other primary obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

Notwithstanding the preceding, any Indebtedness incurred under the Credit Agreement pursuant to Section 4.09 shall be subject only to the

refinancing provisions in the definition of Credit Agreement and Section 4.09(b)(1) and not pursuant to the requirements set forth in this definition of Permitted Refinancing Indebtedness.

“Permitted Tax Distributions” means (i) for any taxable year (or portion thereof) for which the Issuer is a

pass-through entity (not wholly-owned (directly or indirectly) by one or more corporations) for U.S. federal income tax purposes, payments and distributions to the members or partners of the Issuer in an amount not to exceed the product of

(a) the highest combined marginal federal and applicable state and local income tax rates for individuals or corporations, if higher, residing in New York, New York (taking into account the character of the taxable income (e.g., long-term

capital gain, qualified dividend income, ordinary income, etc.) and the deductibility for individuals (or lack thereof) of state and local income taxes), multiplied by (b) the total aggregate taxable income of the Issuer and its Subsidiaries

during the relevant taxable year or portion thereof, calculated without regard to, any tax deductions or basis adjustments arising under Code Section 743 attributable to the assets of the Issuer or its Subsidiaries; and (ii) cash distributions

to any direct or indirect members or partners of the Issuer to the extent necessary for Parent to make payments when due and payable pursuant to the Tax Receivable Agreement. Notwithstanding the foregoing, payments and distributions to the members

or partners of the Issuer in respect of the taxable income of Unrestricted Subsidiaries shall not constitute “Permitted Tax Distributions” except to the extent that a like amount therefor is received by the Issuer in cash from such

Unrestricted Subsidiaries.

“Person” means any individual, corporation, partnership, joint venture, association,

joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private

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

“Public Company Costs” means one-time costs associated with commencing compliance

with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in

each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“Purchase Agreement” means that certain purchase agreement, dated September 22, 2026, among the Issuer, the Guarantors and

MUFG Securities Americas Inc., as representative of the Initial Purchasers, relating to the issuance and sale by the Issuer, and the purchase by the Initial Purchasers, of the Notes.

“Qualified Hyperscaler” means any Person that (a) operates, directly or through one or more Subsidiaries or

Affiliates, large-scale cloud computing, data center or artificial intelligence infrastructure services and (b) has (or whose direct or indirect parent company has), or whose long term senior unsecured Indebtedness has, an Investment Grade

Rating from at least two of the three Rating Agencies at the time the applicable contract is entered into.

“Qualified New Hyperscaler Contract” means any revenue-generating project

construction contract with a Qualified Hyperscaler (i) that is entered into on or after the date that is 90 days after the Issue Date with a term of ten years or longer and (ii) has been certified as satisfying the foregoing requirements

and as having a counterparty satisfying the requirements in the definition of “Qualified Hyperscaler” pursuant to an Officers’ Certificate delivered to the Trustee; provided that any such contract that exists on the Issue

Date (or any amendment, restatement, replacement, renewal or extension thereof) shall not qualify as a Qualified New Hyperscaler Contract.

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

“Rating Agency” means each of S&P, Moody’s and Fitch, or if S&P, Moody’s or Fitch shall not make a

rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer (as certified by a Board Resolution of the Board of Directors of the Issuer) which shall be substituted

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

“Rating Category” means:

(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor

categories);

(2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D

(or equivalent successor categories); and

(3) with respect to Fitch, any of the following categories: AAA, AA, A, BBB, BB,

B, CCC, CC, C and D (or equivalent successor categories).

“Rating Decline” means a decrease in the rating of the Notes

by Moody’s, S&P or Fitch by one or more gradations (including gradations within Rating Categories as well as between Rating Categories) within 60 days following the occurrence of a Change of Control; provided, however, that a

downgrade of the Notes by the applicable Rating Agency shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a downgrade for purposes of this definition of Rating Decline) if such Rating

Agency making the downgrade in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the downgrade is a result of the transactions constituting or occurring simultaneously with

the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating

Categories, namely + or – for S&P or Fitch, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P or Fitch, a rating decline either from BB+ to BB or BB– to B+ will constitute a decrease

of one gradation.

“Reference Date” means May 12, 2026.

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

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note

Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of

Regulation S.

“Reporting Default” means a Default described in Section 6.01(3).

“Responsible Officer,” when used with respect to the Trustee, means any

officer of the Trustee within the corporate trust department of the Trustee (or any successor group of the Trustee), including any Vice President, assistant secretary, assistant treasurer, trust officer, assistant trust officer or assistant

controller assigned to the corporate trust office, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust

matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, and, in each case, who shall have direct responsibility for the administration of this Indenture.

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

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

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

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

Unless specified otherwise, references herein to a Restricted Subsidiary refer to a Restricted Subsidiary of the Issuer.

“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 to the rating agency business

thereof.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently

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

such screens prohibit the sharing of information with respect to the Parent or its 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 Holders in connection with

its investment in the Notes.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Debt” means:

(1) all Indebtedness of the Issuer or any of its Restricted Subsidiaries outstanding under the Credit Agreement and all

obligations under Hedging Contracts with respect thereto;

(2) any other Indebtedness of the Issuer or any Restricted

Subsidiary permitted to be incurred or outstanding under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Note Guarantee;

and

(3) all Obligations with respect to the items listed in the preceding

clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:

(a) any intercompany Indebtedness of the Issuer or any of its Restricted Subsidiaries to the Issuer or any of its Subsidiaries;

(b) any Indebtedness that is incurred in violation of this Indenture.

For the avoidance of doubt, “Senior Debt” will not include any trade payables or taxes owed or owing by the Issuer or any Restricted Subsidiary.

“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 date of this Indenture.

“Specified Transaction” means (i) solely for the purposes of determining

the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a

Restricted Subsidiary as discontinued operations (as defined under GAAP), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted

Subsidiary in compliance with this Indenture, (v) any purchase or other acquisition of (a) assets used in a Permitted Business or (b) a business of any Person, or assets constituting a business unit, line of business or division of

any Person, (vi) any Asset Sale (without regard to any de minimis thresholds set forth therein), (vii) any Qualified New Hyperscaler Contract or (viii) any Restricted Payment or other transaction that by the terms of this Indenture

requires a financial ratio to be calculated on a pro forma basis.

“Stated Maturity” means, with respect to any

installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, 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 (other than a partnership or limited liability company) of which more

than 50% of the total voting power of Voting Stock 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 (whether general or limited) or limited liability

company (a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general

partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such

Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of May 17, 2017, by and among Parent and the

other parties thereto and any similar agreement entered into by Parent after the date hereof.

“TIA” means the Trust

Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Treasury Rate” means the yield to maturity

at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to

the date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2029; provided,

however, that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Issuer shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2029, is less than one

year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Issuer will (a) calculate the Treasury Rate on the second Business Day preceding the applicable

redemption date and (b) prior to such redemption date file with the Trustee an Officers’ Certificate setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of

this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive

Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a

Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary”

means (i) Stateline Power, LLC, a Texas limited liability company, (ii) Solaris Power Solutions Stateline, LLC, a Delaware limited liability company and (iii) any other Subsidiary of the Issuer that is designated (or deemed

designated) by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a Board Resolution, but, in the case of this clause (iii) only to the extent that such Subsidiary so designated:

(1) has no Indebtedness other than Non-Recourse Debt owing to any Person other than the

Issuer or any of its Restricted Subsidiaries (other than, in the case of any such designation (or deemed designation), any guarantee of the Notes or the Guarantees or any Indebtedness that would be released upon such designation);

(2) except as permitted under Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding

with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons

who are not Affiliates of the Issuer; and

(3) is a Person with respect to which neither the Issuer nor any of its

Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of

operating results;

except to the extent that any of the foregoing would be treated as an Investment permitted hereunder.

All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

“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 (without

regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

“Weighted Average

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

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund,

serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will

elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such

Indebtedness.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding

Equity Interests of which is at the time owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term

Defined in

Section

“Affiliate Transaction”

4.11

“Alternate Offer”

4.15

“Applicable Premium Deficit”

8.04

“Asset Sale Offer”

3.09

“Authentication Order”

2.02

“Change of Control Offer”

4.15

“Change of Control Payment”

4.15

“Change of Control Settlement Date”

4.15

“Covenant Defeasance”

8.03

“Covenant Termination Event”

4.19

“Directing Holder”

6.01

“DTC”

2.03

“Event of Default”

6.01

“Excess Proceeds”

4.10

“incur”

4.09

“Legal Defeasance”

8.02

Term

Defined in

Section

“Limited Condition Transaction”

1.05

“Noteholder Direction”

6.01

“Offer Amount”

3.09

“Offer Period”

3.09

“Paying Agent”

2.03

“Payment Default”

6.01

“Permitted Debt”

4.09

“Position Representation”

6.01

“Purchase Date”

3.09

“Registrar”

2.03

“Restricted Payments”

4.07

“Restricted Period”

2.06

“Transaction Agreement Date”

1.05

“Verification Covenant”

6.01

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Except as required by law and except for provisions of the TIA expressly referenced or incorporated herein, this Indenture is not subject to

the TIA.

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

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions;

(7) 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

(8) “including” means including, without

limitation.

Section 1.05 Limited Condition Transactions; Measuring Compliance.

With respect to any (x) Investment or acquisition, in each case, the consummation by the Parent, the Issuer or any Subsidiary of which is

not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as

applicable and (y) redemption,

repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or

preferred stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (any transaction described in this Section 1.05(x) or (y), a “Limited Condition

Transaction”), in each case for purposes of determining:

(1) whether any Indebtedness (including Acquired Debt),

Disqualified Stock or preferred stock that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.09;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness,

Disqualified Stock or preferred stock is permitted to be incurred in accordance with Section 4.12 or the definition of “Permitted Liens”;

(3) whether any other transaction (including any Investment or Restricted Payment) undertaken or proposed to be undertaken in

connection with such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture or the Notes; and

(4) any calculation of the Consolidated Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Net Income, Consolidated Cash

Flow and/or Consolidated Net Tangible Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date that the definitive agreement (or other relevant definitive documentation) for

such Limited Condition Transaction is entered into (the “Transaction Agreement Date”) may be used 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 “Fixed Charge Coverage Ratio” and if the Issuer or the Restricted Subsidiaries could have taken such action on the relevant Transaction

Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of

determination in accordance with the foregoing, (a) such election may not be revoked, (b) any fluctuation or change in the Consolidated Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Net Income, Consolidated Cash Flow or

Consolidated Net Tangible Assets of the Issuer, the target business, or assets to be acquired subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be taken into account for

purposes of determining whether any Investment, Restricted Payment, Indebtedness, Disqualified Stock, preferred stock or Lien that is being made, incurred or issued in connection with such Limited Condition Transaction is permitted to be made,

incurred or issued or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other action or transaction undertaken in connection with such Limited Condition

Transaction and (c) until such Limited Condition Transaction is consummated or the definitive agreements related thereto are terminated, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith

(including the making of any Restricted Payment, or Investments, or the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the making of any Restricted Payment, or

Investments, or the incurrence or issuance of Indebtedness, Disqualified Stock, preferred stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction

Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof) will be

deemed to have occurred on the Transaction Agreement Date and outstanding thereafter for purposes of

calculating any baskets or ratios under this Indenture after the date of such agreement and

before the consummation of such Limited Condition Transaction; provided that for purposes of any such calculation of the Fixed Charge Coverage Ratio, consolidated interest expense will be calculated using an assumed interest rate for the

Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin

exists, as reasonably determined by the Issuer in good faith.

ARTICLE II.

THE NOTES

Section 2.01 Form

and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of

Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a

part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note

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

(b)

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached

thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each

Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal

amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate

principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02 Execution and Authentication.

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

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

valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence

that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Issuer signed by an

Officer of the Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any

time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate

Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to

deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent.

The Issuer will maintain an office or agency where Notes may be presented for registration of transfer or for exchange

(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or

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

any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to

appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Parent or any of the Parent’s Subsidiaries may act as Paying Agent or Registrar.

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

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent (at its offices indicated in the definition of

Corporate Trust Office of the Trustee in Section 1.01 hereof) and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit

of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest on, the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default

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

than the Issuer or a Subsidiary) will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying

Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of

all Holders. If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such

date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06 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 will be exchanged by the Issuer for Definitive Notes if:

(1) the Depositary

(A) notifies the Issuer that it is unwilling or unable to continue to act as Depositary or has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90

days after the date of such notice from the Depositary;

(2) the Issuer, at its option but subject to the

Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or

(3) there has occurred and is continuing an Event of Default, and the Depositary notifies the Trustee of its decision to

exchange such Global Note for Definitive Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above,

Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in

exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be

exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global

Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set

forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other

following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial

interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement

Legend; provided, however, that prior to the expiration of the 40th day after the Issue Date (such period through and including such

40th day, the “Restricted Period”), transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or

benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written

orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(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 2.06(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;

Upon satisfaction of all of the requirements for

transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to

Section 2.06(h) hereof.

(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 2.06(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; and

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the

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

(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 2.06(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 set forth in this Section 2.06(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 subparagraph

(A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more

Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form

of, a beneficial interest in a Restricted Global Note.

Beneficial Interests for Definitive Notes.

(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;

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) [reserved];

(F) if such beneficial interest is being transferred to the Parent or any of the Parent’s 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 2.06(h) hereof, and

the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions

from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(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; 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 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 2.06(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an

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 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced

accordingly pursuant to Section 2.06(h) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person

designated in the instructions a Definitive Note in the appropriate principal amount. Any

Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests

through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued

in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d)

Transfer and Exchange of Definitive Notes

for Beneficial Interests.

(1) Restricted

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

exchange such 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;

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) [reserved];

(F) if such Restricted Definitive Note is being transferred to the Parent or any of the Parent’s 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, and in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

(2) Restricted Definitive Notes

to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such 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 Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global

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

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the

form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an

longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs

in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(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) or (3) above

at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes

in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of

Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.

Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar 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 2.06(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

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then

the transferor must deliver a certificate in the form of Exhibit B hereto, including such certifications, certificates and any Opinion of Counsel required thereunder, as 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 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; or

(B)

if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including

the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(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 to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a

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

(f)

[Reserved].

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued

under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in

exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE

DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

EACH PURCHASER OF THE

SECURITY EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS

THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF 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, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL

ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) OR (IN THE CASE OF REGULATION S SECURITIES) 40 DAYS RESELL OR OTHERWISE

TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE

SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR

(E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN

IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST COMPLETE AND SUBMIT TO THE TRUSTEE THE CERTIFICATE

SPECIFIED IN THE INDENTURE RELATING TO THE MANNER OF SUCH TRANSFER (THE FORM OF WHICH CERTIFICATE WILL BE ATTACHED AS AN EXHIBIT TO THE INDENTURE). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND

“U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.”

Each certificate

evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:

“THIS

NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS SUCH NOTES

ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST

OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES.”

(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) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following

form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE

BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE

EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A

SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR

DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.

OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN

INTEREST HEREIN.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a

particular Global Note have been exchanged for beneficial interests in another Global Note or Definitive Notes, or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned

to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in

the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the 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 an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and

Exchanges.

(1) To permit registrations of transfers and exchanges, the Issuer will

execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will 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 Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental

charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) The

Registrar will 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 will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Issuer will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days

before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed

portion of any Note being redeemed in part; or

and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any

Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other

purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7) The Trustee

will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic image scan.

(9) Neither the Trustee nor any agent of the Trustee shall have any obligation or duty to monitor, determine or inquire as to

compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers of any interest in a Global Note between or among Participants or

Beneficial Owners of any such interest) other than to require delivery of such certificates

and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements

hereof.

(10) The Trustee will have no responsibility or obligation to any Beneficial Owner of any interest in a Global

Note, a Participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant,

Beneficial Owner or other Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the

Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners of any interest in a Global Note will be

exercised only through the Procedures of the Depositary. The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its Participants and any Beneficial Owners.

(11) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the

Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no

responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a Definitive Note for a Global Note, the Issuer or the Depositary shall be required to provide or cause to be provided to the Trustee

all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information

provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07 Replacement

Notes.

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the

destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the

Holder that is sufficient in the judgment of each of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its

expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the

benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it

for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof,

a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note, however, Notes held by the Parent or a Subsidiary of the Parent shall not be deemed to be outstanding for purposes of Section 3.07(a)

hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding

unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of

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

If the

Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, by 10:00 a.m. Eastern Time on a redemption date or other maturity date, money sufficient to pay Notes payable on that date, then on and after that date such

Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned

by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the

purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,

will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without

unreasonable delay, the Issuer will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders

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

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes

surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes in

accordance with the Trustee’s customary procedures. Certification of the destruction of all canceled Notes will be delivered to the Issuer upon written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have

been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent

lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof, provided that no special record date shall

be required with respect to a payment of interest that is made within the applicable grace period. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed

payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.

At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the

Trustee in the name and at the expense of the Issuer) will send to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Trustee will not have any duty to determine whether any

defaulted interest is payable or the amount thereof.

ARTICLE III.

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of

Section 3.07 hereof, they must furnish to the Trustee, at least three Business Days prior to the giving of notice of redemption pursuant to

Section 3.03 hereof, a notice in writing setting forth:

(1) the clause of this Indenture pursuant to which the

redemption shall occur and the conditions precedent, if any, to the redemption;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price (if then determined and otherwise the method of determination).

Section 3.02 Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis (or, in

the case of Notes issued in global form pursuant to Article II hereof, by such method as DTC may require), unless otherwise required by law.

In the event of partial redemption, the particular Notes to be redeemed will be selected, unless otherwise provided herein, not less than 10

nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

The

Trustee will promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in

amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding

sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

(a) At least 10 days but not more than 60 days before a redemption date, the Issuer will send a notice of redemption to each Holder whose

Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this

Indenture pursuant to Article VIII or XI hereof, respectively.

The notice will identify the Notes, including CUSIP numbers, to be redeemed and will state:

(1) the redemption date;

(2) the redemption price (if then determined and otherwise the method of determination);

(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 in the name of the Holder thereof upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Issuer defaults in making such redemption payment or the redemption is subject to conditions precedent

that are not satisfied prior to the redemption date, interest on Notes or portions thereof called for redemption ceases to accrue on and after the redemption date;

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

redeemed and the conditions precedent, if any, to the redemption; and

(8) that no representation is made as to the

correctness or accuracy of the CUSIP number listed in such notice or printed on the Notes.

(b) At the Issuer’s written request, the

Trustee will give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the notice delivered to the Trustee pursuant to Section 3.01 hereof requests that the Trustee give

such notice of redemption and sets forth the information to be stated in such notice as provided in the preceding paragraph.

redemption or notice of redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, in the Issuer’s discretion, the redemption date may be

delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion),

or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so delayed,

or that such notice may be rescinded at any time in the Issuer’s discretion if as determined in good faith by the Issuer, any or all of such conditions will not be satisfied. The Issuer will provide the Trustee with written notice of the

satisfaction or waiver of such conditions precedent, the delay of such redemption or the rescission of such notice of redemption prior to the close of business on the Business Day prior to the redemption date in the same manner that the related

notice of redemption was given to the Trustee, and the Trustee will send a copy of such notice to the Holders in the same manner that the related notice of redemption was given to such Holders.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption without any condition precedent

become irrevocably due and payable on the redemption date at the redemption price. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. Any Note called for redemption subject

to any conditions precedent, which conditions have become satisfied prior to the redemption date, shall become irrevocably due and payable on the redemption date at the redemption price.

Section 3.05 Deposit of Redemption Price.

No later than 10:00 a.m. Eastern Time on the redemption date, the Issuer will deposit with the Trustee or with the Paying Agent money

sufficient to pay the redemption price of, and accrued interest on, all Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in

excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

If the Issuer complies

with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to

the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender

for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on

such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed

in Part.

Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt of an Authentication Order, the

Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of

the Notes issued under this Indenture, in an amount not greater than the net cash proceeds of one or more Equity Offerings, at a redemption price of 107.000% of the principal amount plus accrued and unpaid interest, if any, to, but not including,

the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), provided that:

(1) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding

immediately after the occurrence of such redemption (excluding Notes held by the Parent and its Subsidiaries); and

(2) the

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

(b) At any time prior to April 1, 2029, the Issuer

may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to the sum of:

(1) 100% of

the principal amount of the Notes to be redeemed, plus

(2) the Make Whole Premium at the redemption date, plus accrued and unpaid

interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

(c) On and after April 1, 2029, the Issuer may on any one or more occasions redeem all or a part of the Notes, at the redemption prices

(expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including, the applicable redemption date (subject to the right of Holders on the

relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year

Percentage

2029

103.500

2030

101.750

2031 and thereafter

100.000

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes

or portions thereof called for redemption on the applicable redemption date.

(d) The Issuer may redeem all (but not a portion of) the

Notes when permitted by, and pursuant to the conditions in, Section 4.15(d) hereof.

(e) 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.

Other than as set forth in Section 3.09, the Issuer is not required to make mandatory redemption or sinking fund payments with

respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an offer to all Holders to purchase Notes (an

“Asset Sale Offer”), it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders

and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset

Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No

later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari

passu Indebtedness (on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable, except that any Notes represented by a Note in global form will be selected by such

basis as DTC may require) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are

made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and

unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Issuer will send a notice to each of the

Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will

state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the

length of time the Asset Sale Offer will remain open;

(2) the Offer Amount, the purchase price and the expiration date of

the Asset Sale Offer;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer

will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an

Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with

the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice

at least three days before the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Issuer,

the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of

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

(8) that, if the aggregate principal amount of Notes surrendered by Holders thereof exceeds the Offer Amount allocated to the

purchase of Notes in the Asset Sale Offer, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as DTC may require) based on the principal

amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased

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

On or before the Purchase Date, the Issuer will, to the extent lawful, accept for payment,

on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to the Asset Sale Offer and required to be purchased pursuant to this Section 3.09 and Section 4.10, or if Notes in an aggregate principal

amount less than the Offer Amount allocated to the purchase of Notes in an Asset Sale Offer have been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’

Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09. The Issuer, the depositary for the Asset Sale Offer or the Paying Agent, as the case may be, will

promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer

will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased

portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of the Asset Sale Offer on the Purchase Date.

ARTICLE IV.

COVENANTS

Section 4.01 Payment of Notes.

The Issuer will pay or cause to be paid the principal of, premium on, 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 Parent or a Subsidiary of the Parent, holds as of 10:00 a.m. Eastern Time on the due date money deposited

by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that

is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any

applicable grace period), at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer will maintain in the City and State of New York, an office or agency (which may be an office of the Trustee or an affiliate of the

Trustee or Registrar) where Notes may be surrendered for payment, and they will maintain in the continental United States an office or agency where Notes may be surrendered for registration of transfer or for exchange and where notices and demands

to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Issuer fails to maintain any such

required office or agency or fail to furnish the Trustee with notice of a change in the address thereof, such presentations, surrenders, notices and demands (not including service of process) may be made or served at the Corporate Trust Office of

the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or

surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or

agency in the City and State of New York for purposes of making payments on the Notes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or

agency.

Section 4.03 Reports.

(a) Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer will (a) file with the Commission,

(b) make available on its website, Intralinks or other comparable password protection online data system or (c) furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes or prospective

purchasers of the Notes:

(1) within 90 days after the end of each fiscal year (or such longer period as may be permitted

by the Commission if the Parent were then subject to Commission reporting requirements), annual financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the Commission on

Form 10-K if the Parent were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual

financial statements by the Parent’s independent registered public accountants;

(2) within 45 days after the end of

each of the first three fiscal quarters (or such longer period as may be permitted by the Commission if the Parent were then subject to Commission reporting requirements), all quarterly financial and other information with respect to the Parent and

its Subsidiaries that would be required to be contained in a filing with the Commission on Form 10-Q if the Parent were required to file such Form, including a “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”; and

(3) within the time period specified for filing current

reports on Form 8-K by the Commission, all current reports that would be required to be filed with the Commission on Form 8-K if the Parent were required to file such

reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports if the

Parent is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery

requirements.

(b) Notwithstanding anything to the contrary set forth in this Section 4.03, the financial statements, information and

other documents required to be provided pursuant to this Section 4.03 may be those of (i) the Issuer or (ii) any direct or indirect parent of the Issuer (including the Parent); provided that in the case of clause (ii),

if and so long as such parent has any Independent Assets or Operations in the aggregate, then the quarterly and annual financial information required pursuant to clauses (1) and (2) of this covenant will include consolidating information (which

need not be audited) that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a stand-alone basis, on the other

hand.

certification required by this Section 4.03 shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or certification as contemplated by this Section 4.03

(but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if the principal, premium, if any, and

interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

(d) For so long as any Notes remain outstanding, if at any time they are not required to

file with the SEC the reports required by paragraph (a) of this Section 4.03, the Issuer and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes 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.

(e) Delivery of such reports,

information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from

information contained therein, including each of the Issuer’s and the Guarantors’ compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The

Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance (or the Parent’s or any Guarantor’s or any other person’s compliance) with this Section 4.03 or to

determine whether such reports, information or documents have been posted on any website, Intralinks or other comparable password protection online data system or filed with the Commission on EDGAR (or other applicable system).

Section 4.04 Compliance Certificate.

(a) The Parent, Issuer and each other Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with

the fiscal year ending December 31, 2026, an Officers’ Certificate stating that a review of the activities of the Parent and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers

with a view to determining whether the Parent and the Issuer have kept, observed, performed and fulfilled their 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 Parent and the Issuer have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are 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 Parent and the Issuer are taking or propose to take with respect thereto).

(b) So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, within ten Business Days upon any Officer of the

Parent or the Issuer becoming aware of any Default or Event of Default, a written statement specifying such Default or Event of Default and what action the Issuer is taking or propose to take with respect thereto.

Section 4.05 Taxes.

The

Parent will pay, and will 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 of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or

in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each

of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein

granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its

Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the

Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer or payable to the Issuer or a

Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in

connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any

Indebtedness that is contractually subordinated in right of payment to the Notes or the Note Guarantees (excluding (i) any such payments made with Equity Interests (other than Disqualified Stock) of the Issuer and (ii) any intercompany

Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except (a) a payment of interest when due or (b) a payment of principal at or within one year of the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions described in clauses (1) through (4) of this

Section 4.07(a), including this clause (4), being collectively referred to as “Restricted Payments”),

unless, at

the time of and immediately after giving effect to such Restricted Payment,

(A) no Default (except a Reporting Default) or

Event of Default shall have occurred and be continuing or shall occur as a consequence of such Restricted Payment thereof;

(B) the Issuer is permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test

set forth in Section 4.09(a); and

all other Restricted Payments made after the Reference Date (other than Restricted Payments made pursuant to Section 4.07(b)(2) through (8), (10), (13) and (15), provided that, any payments under clause (14) of Section 4.07(b)

shall not decrease the amount available hereunder below zero) would not exceed the sum of (without duplication):

(i) 50.0%

of Consolidated Net Income of the Issuer and its Restricted Subsidiaries for the period (taken as one accounting period) commencing on April 1, 2026 to and including the last day of the fiscal quarter ended immediately prior to the date of such

calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100.0% of such deficit), plus

(ii) the sum of (A) the aggregate net cash proceeds received by the

Issuer since the Reference Date as a contribution to its common equity capital (other than from a Restricted Subsidiary) or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or from the issue or sale of

convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities)

sold to a Restricted Subsidiary), and (B) the Fair Market Value of any Permitted Business or long-term tangible assets that are useful in a Permitted Business to the extent acquired in consideration of Equity Interests of the Issuer or the

Parent (other than Disqualified Stock) since the Reference Date, plus

(iii) to the extent that any Restricted Investment

that was made since the Reference Date is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), plus

(iv) the amount equal to the net reduction in Restricted Investments made by the Issuer or any of its Restricted Subsidiaries

in any Person since the Reference Date resulting from:

(A) dividends, repayments of loans or advances, or other transfers

of assets, in each case, to the Issuer or any Restricted Subsidiary from any Person (including, without limitation, any Unrestricted Subsidiary); or

(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the

definition of “Investment”).

(b) The preceding provisions will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration

the payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment out of the

net cash proceeds of the substantially concurrent (a) contribution (other than from a Restricted Subsidiary) to the equity capital of the Issuer or (b) sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer (other

than Disqualified Stock) or the Parent, with a sale or contribution being deemed substantially concurrent if such Restricted Payment occurs not more than 120 days thereafter; provided, however, that the amount of any such net cash

proceeds that are utilized for any such Restricted Payment will not be considered net proceeds of Equity Interests for purposes of Section 4.07(a)(4)(C)(ii);

(3) the purchase, redemption, defeasance or other acquisition or retirement of subordinated Indebtedness of the Issuer or any

Guarantor with the net cash proceeds from a substantially concurrent incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

(4) the payment of any dividend or distribution by a Restricted Subsidiary to the holders of its Equity Interests (other than

Disqualified Stock) on a pro rata basis or on a basis that is more favorable to the Issuer or its Restricted Subsidiaries;

(5) so long as no Default (other than a Reporting Default) or Event of

Default has occurred or is continuing or would be caused thereby, Restricted Payments in respect of Equity Interests of the Issuer or any Restricted Subsidiary or the Parent held by any current or former officer, director or employee of the Issuer

or any of its Restricted Subsidiaries or the Parent pursuant to any director or employee equity subscription agreement or equity option agreement or other employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights

or option plan or similar arrangement; provided, however, that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $20.0 million in calendar year 2026 or

$10.0 million in any calendar year thereafter, with any portion of such amount that is unused in a calendar year to be carried forward to successive calendar years and added to such amount; provided, further, that the amount in

any calendar year may be increased by an amount not to exceed the sum of (a) the net proceeds from the sale of Equity Interests (other than Disqualified Stock) to directors, officers, consultants or employees of the Issuer or any of its

Restricted Subsidiaries or the Parent occurring after the Reference Date, to the extent the net proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of

Section 4.07(a)(4)(C)(ii) and (b) the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries or the Parent after the Reference Date, less (c) the amount of any Restricted Payments

previously effected by using amounts specified in clauses (a) and (b);

(6) the purchase or other acquisition of

Equity Interests deemed to occur upon the exercise of unit options, warrants, incentives, rights to acquire Equity Interests or other convertible securities if such Equity Interests represent a portion of the exercise, exchange or vesting price

thereof, and any purchase or other acquisition of Equity Interests made in lieu of or in connection with withholding taxes in connection with any exercise, exchange or vesting of unit options, warrants, incentives or rights to acquire Equity

Interests;

(7) payments or distributions to dissenting unitholders or shareholders (x) pursuant to applicable law or

(y) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets that is not prohibited by this Indenture;

(8) cash payments in lieu of the issuance of fractional units or shares;

(9) so long as no Default (other than a Reporting Default) or Event of Default has occurred and is continuing or would be

caused thereby, the declaration and payment of scheduled or accrued dividends to holders of any class of or series of Disqualified Stock of the Issuer issued since the Reference Date in accordance with Section 4.09, to the extent such dividends

are included in Fixed Charges;

(10) so long as no Default (other than a Reporting Default) or Event of Default has

occurred and is continuing or would be caused thereby, the purchase, redemption, defeasance or other acquisition or retirement for value of any subordinated Indebtedness of the Issuer or the Guarantors (i) at a purchase price not greater than

101% of the principal amount of such subordinated Indebtedness in the event of a Change of Control in accordance with provisions similar to those set forth in Section 4.15 hereof or (ii) at a purchase price not greater than 100% of the

principal amount thereof in accordance with provisions similar to those set forth in Section 4.10 hereof; provided that, prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement for value,

the Issuer has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the purchase of all Notes validly tendered for payment (and not withdrawn) in connection

with such Change of Control Offer or Asset Sale Offer;

(11) so long as no Default (other than a Reporting Default) or Event of

Default has occurred and is continuing or would be caused thereby, during each fiscal quarter of the Issuer, cash dividends to the holders of the Issuer’s “Class A” and “Class B” Equity Interests up to an

amount equal to $0.12 per share of such “Class A” and “Class B” Equity Interests (such per share amount adjusted to give effect to any stock split, stock dividend, reverse stock split, reclassification or similar

event);

(12) Restricted Payments in an aggregate amount not to exceed 100% of the Excluded Contributions received by the

Issuer since the Reference Date;

(13) other Restricted Payments in an aggregate amount not to exceed the greater of (x)

$150.0 million and (y) 6.5% of the Issuer’s Consolidated Net Tangible Assets;

(14) so long as no Default (other

than a Reporting Default) or Event of Default has occurred and is continuing or would be caused thereby, any other Restricted Payments (provided, that in the case of any dividend or distribution, only cash dividends or cash distributions

shall be permitted under this clause (14)), so long as, after giving pro forma effect to the payment of any such Restricted Payment and any incurrence of Indebtedness in connection therewith, the Consolidated Leverage Ratio as of the date of

such Restricted Payment (which, for the avoidance of doubt, shall be the date of determination for the calculation of the Consolidated Leverage Ratio under this clause (14)) would be no greater than 2.50:1.00; and

(15) Permitted Tax Distributions and Permitted Payments to a Parent Entity.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or

securities proposed to be transferred or issued by the Issuer or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this

Section 4.07 will be determined by the management of the Issuer. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment or Permitted Investment at any time meets the criteria of one or more

categories of Restricted Payments described in Section 4.07(b)(1)-(10), (12), (13) and (15), meets the criteria of one or more categories of the definition of “Permitted Investments” and/or is permitted pursuant to the first

paragraph of this Section 4.07, the Issuer will be permitted in its sole discretion to divide or classify (or later redivide or reclassify) in whole or in part such Restricted Payment or Permitted Investment in any manner that complies with

this Section 4.07 at such time.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or

become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay

dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Issuer or any of its Restricted Subsidiaries; provided that

the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall

not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08;

(2) make loans or advances to the Issuer or any of its Restricted

Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries shall not be deemed a

restriction on the ability to make loans or advances); or

(3) transfer any of its properties or assets to the Issuer or

any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions

existing under or by reason of:

(1) agreements (including the Credit Agreement and related documentation) as in effect on

the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments,

modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in

those agreements on the date of this Indenture, as determined in the good faith judgment of the Issuer;

(2) this

Indenture, the Notes and the Note Guarantees;

(3) applicable law;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by or merged, amalgamated or consolidated with

and into the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition, merger, consolidation or amalgamation which encumbrance or restriction is not applicable to any Person, or the properties or assets of any

Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancing thereof; provided,

that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancing are, in the good faith judgment of the Issuer, no more restrictive,

taken as a whole, than those in effect on the date of acquisition; provided further that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment provisions in equipment or other licenses, easements,

leases or similar instruments, in each case entered into in the ordinary course of business and consistent with past practices;

(6) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the

ordinary course of business that impose restrictions on that property of the nature described in Section 4.08(a)(3);

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted

Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the

restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined in the good faith

judgment of the Issuer;

(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of

Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) customary

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, customer agreements, stock sale agreements and other similar agreements, which limitations are applicable only to the

assets or property that is the subject of such agreements;

(11) any agreement or instrument relating to any property or

assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;

(12) Hedging Contracts permitted from time to time under this Indenture;

(13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or

leases entered into in the ordinary course of business;

(14) with respect to any Foreign Subsidiary, any encumbrance or

restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a

financial covenant in such Indebtedness or agreement or (b) the Issuer determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined

in good faith by the Issuer, whose determination shall be conclusive;

(15) any other agreement governing Indebtedness of

the Issuer or any Guarantor that is permitted to be incurred under Section 4.09; provided, however, that such encumbrances or restrictions are, as determined in the good faith judgment of the Issuer, either (a) not materially

more restrictive, taken as a whole, than those contained in this Indenture or the Credit Agreement as in effect on the date of this Indenture or (b) not reasonably likely to have a material adverse effect on the ability of the Issuer to make

principal or interest payments on the Notes;

(16) any encumbrance or restriction with respect to an Unrestricted

Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not

entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and

property of such Unrestricted Subsidiary; and

(17) restrictions or conditions contained in any trading, netting,

operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that

such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other

asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,

Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); the Issuer will not, and will not permit any of its

Restricted Subsidiaries to, issue any Disqualified Stock; and the Issuer will not permit any of its Restricted Subsidiaries to issue any other preferred securities (other than Non-Economic Preferred

Securities); provided, however, that the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may issue other preferred securities, if, for the

Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or other preferred

securities are issued, the Fixed Charge Coverage Ratio would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),

as if the additional Indebtedness had been incurred or Disqualified Stock or other preferred securities had been issued, as the case may be, at the beginning of such four-quarter period.

(b) Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted

Debt”) or the issuance of any preferred securities described in Section 4.09(b)(10) or (12):

(1) the

incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness under one or more Credit Facilities, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under

this Section 4.09(b)(1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Subsidiaries thereunder) and then outstanding does not exceed the greater of (a)

$850.0 million and (b) 25.0% of the Issuer’s Consolidated Net Tangible Assets determined as of the date of such incurrence; provided that any Indebtedness incurred under this Section 4.09(b)(1) may be extended, replaced,

refunded, refinanced, renewed or defeased (including through successive extensions, replacements, refundings, refinancings, renewals and defeasances) with new Indebtedness so long as the principal amount (or accreted value, if applicable) of such

new Indebtedness does not exceed the sum of (x) the principal amount (or accreted value, if applicable) of the Indebtedness being so extended, replaced, refunded, refinanced, renewed or defeased, plus (y) any accrued and unpaid interest on

the Indebtedness being refinanced, plus (z) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees

and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the incurrence of such new Indebtedness or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced

Indebtedness;

(2) the incurrence by the Issuer or its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Initial Notes and the related Note

Guarantees to be issued on the date of this Indenture;

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of

Indebtedness represented by Capital Lease Obligations, Attributable Debt, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or

improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary, including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any Indebtedness incurred

pursuant to this Section 4.09(b)(4), provided that after giving effect to any such incurrence, the principal amount of all Indebtedness incurred pursuant to this Section 4.09(b)(4) and then outstanding does not exceed the greater of

(a) $50.0 million and (b) 2.25% of the Issuer’s Consolidated Net Tangible Assets determined as of the date of such incurrence;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,

or the net proceeds of which are used to, extend, refinance, renew, replace, defease or refund Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness between or among the Issuer and any of its

Restricted Subsidiaries), in each case, that was permitted by this Indenture to be incurred under Section 4.09(a) or Section 4.09(b)(2), (3) or (12) or this Section 4.09(b)(5);

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer

and any of its Restricted Subsidiaries; provided, however, that:

(A) if the Issuer is the obligor on such

Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, or if a Guarantor is the obligor on such Indebtedness and neither

the Issuer nor another Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Note Guarantee of such Guarantor; and

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person

other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Issuer nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such

Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(6);

(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of obligations under Hedging Contracts in the ordinary

course of business or consistent with past practice and not for speculative purposes;

(8) the Guarantee by the Issuer or

any of its Restricted Subsidiaries of Indebtedness of the Issuer or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 4.09; provided that in the event such Indebtedness being

Guaranteed is subordinated in right of payment to the Notes or the Note Guarantees, then the Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantees, as the case may be;

(9) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety

and similar bonds issued for the account of the Issuer and any of its Restricted Subsidiaries in support of any customer contracts or in the ordinary course of business or consistent with past practice, including Guarantees and obligations of the

Issuer or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed);

(10) the issuance by any of the Issuer’s Restricted Subsidiaries to

the Issuer or to any of its Restricted Subsidiaries of any preferred securities; provided, however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a

Person other than the Issuer or a Restricted Subsidiary, and

(B) any sale or other transfer of any such preferred

securities to a Person that is not either the Issuer or a Restricted Subsidiary shall be deemed, in each case, to constitute an issuance (as of the date of such issuance, sale or transfer) of such preferred securities by such Restricted Subsidiary

that was not permitted by this Section 4.09(b)(10);

(11) the incurrence by the Issuer or any of its Restricted

Subsidiaries of liability in respect of the Indebtedness of any Unrestricted Subsidiary or any Joint Venture but only to the extent that such liability is the result of the Issuer’s or any such Restricted Subsidiary’s being a general

partner of such Unrestricted Subsidiary or Joint Venture and not as guarantor of such Indebtedness and provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this

Section 4.09(b)(11) and then outstanding does not exceed $25.0 million;

(12) the incurrence by the Issuer or any

of its Restricted Subsidiaries of Permitted Acquisition Indebtedness;

(13) the incurrence by the Issuer or any of its

Restricted Subsidiaries of additional Indebtedness, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this Section 4.09(b)(13) and then outstanding does not

exceed the greater of (a) $100.0 million and (b) 4.25% of the Issuer’s Consolidated Net Tangible Assets determined as of the date of such incurrence;

(14) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in an aggregate outstanding principal

amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (14) and then outstanding, will not exceed 100.0% of the net cash proceeds received by the Issuer from the issuance or sale

(other than to a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity of the Issuer (in each case, other than through the issuance of Disqualified Stock or an Excluded Contribution) subsequent to the Issue Date, and any

Permitted Refinancing Indebtedness in respect thereof; provided, however, that (i) any such net cash proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent

the Issuer and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net cash proceeds that are so received or contributed shall be excluded for purposes of incurring Indebtedness pursuant to this clause (14) to

the extent such net cash proceeds or cash have been applied to make Restricted Payments;

(15) the incurrence by the Issuer

or any of its Restricted Subsidiaries of Indebtedness consisting of any insurance premium financing in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums; and

(16) the incurrence by the Issuer or any of its Restricted Subsidiaries of

Indebtedness in respect of Cash Management Obligations.

For purposes of determining compliance with this Section 4.09:

(1) In the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories

of Permitted Debt described in Section 4.09(b)(1) through (16) above, or is entitled to be incurred pursuant to Section 4.09(a), the Issuer will be permitted to classify (or later classify or reclassify in whole or in part in its sole

discretion) such item of Indebtedness in any manner that complies with this Section 4.09. Any Indebtedness under Credit Facilities on the Issue Date shall be considered incurred under Section 4.09(b)(1) and may not be reclassified. The

principal amount of Indebtedness outstanding under any clause of this Section 4.09 shall be determined after giving effect to the application of proceeds of any Indebtedness incurred to refinance any such Indebtedness;

(2) Any Indebtedness incurred pursuant to Sections 4.09(b)(2) through (16) above shall cease to be deemed incurred or

outstanding for purposes of such clause but shall be deemed incurred pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) from and after the first date on which the Issuer or its Restricted Subsidiaries could have

incurred such Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in first paragraph of this Section 4.09 without reliance on such clause;

(3) For the avoidance of doubt, Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to

one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness;

(4) The amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of

the liability in respect thereof determined in accordance with GAAP; and

(5) In the event an item of Indebtedness (or any

portion thereof) is incurred or issued pursuant to Section 4.09(b)(1) through (16) above (other than Section 4.09(b)(12)) on the same date that an item of Indebtedness (or any portion thereof) is incurred or issued pursuant to the

Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or Section 4.09(b)(12) above, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the Fixed Charge Coverage Ratio test set

forth in Section 4.09(a) or Section 4.09(b)(12) above without regard to any incurrence or issuance under Sections 4.09(b)(1) through (16) above (other than Section 4.09(b)(12) of the second paragraph of this Section 4.09).

Unsecured Indebtedness of any Person will not be deemed to be subordinated in right of payment to secured Indebtedness of that Person

merely because it is unsecured and Indebtedness of the Issuer will not be deemed to be subordinated in right of payment to Indebtedness of a Restricted Subsidiary merely because it is structurally subordinated thereto. Further, the accounting

reclassification of any obligation of the Issuer or any of its Restricted Subsidiaries as Indebtedness will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09.

The accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest on

any Indebtedness in the form of additional Indebtedness with the same terms, the accretion of liquidation preference, increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies and the

payment of

dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock

will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09, provided, in each such case, that the amount thereof is included in Fixed Charges of the Issuer as accrued.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S.

dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first

committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated

restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such

refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries

may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness, if incurred in a different

currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale (including

by way of relief from, or by any Person assuming responsibility for, any liability, contingent or otherwise, in connection with the Asset Sale) at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect

to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the

aggregate consideration received by the Issuer and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the Issue Date is in the form of cash or Cash Equivalents or a combination thereof. For purposes of this

Section 4.10, each of the following will be deemed to be cash:

(A) any liabilities, as shown on the Issuer’s

most recent consolidated balance sheet or in the notes thereto (or if incurred or accrued subsequent to such balance sheet date, such liabilities that would have been reflected on such balance sheet or notes thereto if such incurrence or accrual had

taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer), of the Issuer or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the

Notes or any Note Guarantee) that are (x) assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability or (y) otherwise cancelled or

terminated in connection with the transaction with such transferee (other than intercompany Indebtedness owed to the Issuer or a Restricted Subsidiary);

(B) any securities, notes or other obligations received by the Issuer or any

Restricted Subsidiary from such transferee that are, within 180 days after the Asset Sale, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that

conversion;

(3) or (5) of the next succeeding paragraph of this Section 4.10 received by the Issuer or any of its Restricted

Subsidiaries in connection with such transaction;

(D) accounts receivable of a business retained by the Issuer or any

Restricted Subsidiary, as the case may be, following the sale of such business; provided that such accounts receivable (i) are not past due more than 60 days and (ii) do not have a payment date greater than 90 days from the date of

the invoices creating such accounts receivable;

(E) any Designated Non-cash

Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received

since the date of this Indenture pursuant to this clause (E) that at the time has not been converted to cash, not to exceed the greater of (x) $100.0 million and (y) 4.25% of the Issuer’s Consolidated Net Tangible Assets at the time

of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time

received and without giving effect to subsequent changes in value; and

(F) Indebtedness of any Restricted Subsidiary that

ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Issuer or a Restricted Subsidiary), to the extent such Indebtedness is or becomes Non-Recourse

Debt.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or any Restricted Subsidiary may apply those

Net Proceeds at its option to any combination of the following:

(1) to repay, purchase, redeem or otherwise retire Senior

Debt;

(2) to acquire all or substantially all of the properties or assets of a Person primarily engaged in a Permitted

Business;

(3) to acquire a majority of the Voting Stock of a Person primarily engaged in a Permitted Business;

(4) to make capital expenditures; or

(5) to acquire other properties or assets that are used or useful in a Permitted Business.

The requirement of clause (2), (3), (4) or (5) of the preceding paragraph of this Section 4.10 shall be deemed to be satisfied if a

bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Issuer or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Issuer within the time

period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into, and if such Net Proceeds are not so applied within such 180-day period, then such Net Proceeds shall constitute Excess Proceeds (as defined below).

Pending the final application of any Net Proceeds, the Issuer or any Restricted Subsidiary

may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph

will constitute “Excess Proceeds.”

On the 366th day after the

Asset Sale (or at the Issuer’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $75.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes (with a copy to the Trustee), and all

holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Section 4.10 with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase,

prepay or redeem, on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC may require), the maximum principal amount of Notes and such other pari passu Indebtedness that

may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of settlement, subject

to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale

Offer, the Issuer or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of

Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC may require). Upon

completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Provisions hereunder relating to the

Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

The Issuer will 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 each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations

conflict with Section 3.09 or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue

of such conflict.

Section 4.11 Transactions with Affiliates.

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise

dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each,

an “Affiliate Transaction”), involving aggregate payments or consideration in excess of $25.0 million unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than

those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors of the Issuer, no comparable transaction is available

with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or the relevant Restricted Subsidiary from a financial point of view; and

(2) the Issuer delivers to the Trustee, with respect to any Affiliate

Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies

with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, if any.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of

Section 4.11(a) hereof:

(1) any employment agreement, customary benefit program or arrangement, equity award, equity

option or equity appreciation agreement or plan entered into by the Issuer or any of its Restricted Subsidiaries with or for the benefit of officers, directors or employees of the Issuer or any of its Restricted Subsidiaries in the ordinary course

of business;

(2) transactions between or among any of the Issuer and its Restricted Subsidiaries, including between any

Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of

the Issuer solely because the Issuer owns, directly or through one of its Restricted Subsidiaries, an Equity Interest in such Person;

(4) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Issuer

or any of its Restricted Subsidiaries or the Parent, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and

directors’ liability insurance;

(5) issuances, transfers or sales of Equity Interests (other than Disqualified

Stock) to, or receipt of capital contributions from Affiliates of the Issuer, or any Permitted Holder;

(6) (a) Permitted

Investments or (b) Restricted Payments, in each case, that are permitted by the provisions of this Indenture in Section 4.07;

(7) in the case of contracts for buying and selling or leasing equipment or inventory or other operational contracts, any such

contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Issuer or any of its Restricted Subsidiaries and unrelated third parties;

(8) any transaction in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a

letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of

Section 4.11(a)(1);

(9) (a) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its

obligations under the terms of, any equityholders, investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and (b) the payment of fees,

costs and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders, investor rights, registration rights or similar agreements;

(10) the existence of and transactions effected in accordance with

(a) the terms of agreements or arrangements in effect on the Issue Date, (b) any amendment or replacement of any of such agreements or (c) any agreements entered into hereafter that are similar to any of such agreements, so long as,

in the case of clause (b) or (c), the terms of any such amendment or replacement agreement or future agreement are, on the whole, either not materially less advantageous to the Issuer than the agreement so amended or replaced or the similar

agreement referred to in the preceding clause (a), respectively, as determined in the good faith judgment of the Issuer;

(11) transactions between the Issuer or any of its Restricted Subsidiaries and any other Person, a director of which is also on

the Board of Directors of the Issuer or any direct or indirect parent company (including the Parent) of the Issuer, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Issuer or any of its Restricted

Subsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of the Issuer or any direct or indirect parent company (including the Parent) of the Issuer, as the case may be, on any

transaction with such other Person;

(12) payments to Affiliates on or with respect to debt securities or other

Indebtedness of the Issuer or any Subsidiary on a similar basis as payments are made or offered to holders of such debt securities or Indebtedness held by Persons other than Affiliates;

(13) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or

services (other than an Unrestricted Subsidiary), or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which

are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to the Issuer or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction

by the Issuer or such Restricted Subsidiary with an unrelated Person, as determined by the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

(14) (a) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an

Affiliate in which the consideration paid consists solely of Equity Interests of the Issuer.

Section 4.12 Liens.

The Issuer will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or

become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless the Notes or any Note Guarantee of the Issuer or such Restricted Subsidiary, as

applicable, is secured on an equal and ratable basis with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Notes or such Note Guarantee, as the case may be) the obligations so secured until such time as

such obligations are no longer secured by such Lien. A Lien created for the benefit of the Holders pursuant to this paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the

release and discharge of the Lien that gave rise to the obligation to secure the Notes.

Section 4.13 [Reserved].

Section 4.14 Parent Existence.

Subject to Article V and Section 10.04 hereof, each of the Parent and the Issuer shall do or cause to be done all things necessary to

preserve and keep in full force and effect:

(1) their respective corporate, limited liability company, partnership or

other existence, as applicable, and the corporate, limited liability company, partnership or other existence of each other Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to

time) of the Parent, the Issuer or any such other Restricted Subsidiary; and

(2) the rights (charter and statutory),

licenses and franchises of the Issuer and its Restricted Subsidiaries; provided, however, that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, limited liability company, partnership

or other existence of any of its Restricted Subsidiaries, if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole, and that the

loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of

Control.

(a) Upon the occurrence of a Change of Control Triggering Event the Issuer 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 thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes

repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (such purchase price, the “Change of Control Payment,” and such date, the “Change of Control

Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following

any Change of Control Triggering Event, the Issuer will send a notice to each Holder and the Trustee 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 4.15 and that all Notes tendered will be

accepted for payment;

(2) the purchase price and the expiration date of the Change of Control Offer, which shall be no

earlier than 10 days and no later than 60 days from the date such notice is sent (except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant

to the Change of Control Offer will cease to accrue interest after the Change of Control Settlement Date;

(5) that Holders

electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry

transfer, to the Paying Agent at the address specified in the notice prior to the expiration date of the Change of Control Offer;

(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 expiration date of the Change of Control Offer, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder,

the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the

unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement

or waiver of this Indenture, Notes and/or the Note Guarantees (but the Change of Control Offer or Alternate Offer may not condition tenders on the delivery of such consents).

The Issuer will 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 as a result of a Change of Control Triggering Event. To the extent that the provisions of any

securities laws or regulations conflict with this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such

compliance.

(b) Promptly following the expiration of the Change of Control Offer, the Issuer will, to the extent lawful, accept for

payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Issuer will on the Change of Control Settlement Date:

(1) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes

properly tendered; and

(2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an

Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer.

On the

Change of Control Settlement Date, the Paying Agent will promptly pay (but in any case not later than five Business Days after the Change of Control Settlement Date) to each Holder of Notes properly tendered the Change of Control Payment for such

Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in

principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly

announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.

be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party (including a Subsidiary of the Parent) makes the Change of Control Offer in the manner, at the time and otherwise in compliance with

the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all

outstanding Notes has been given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Issuer has made an

offer to purchase any and all outstanding Notes validly tendered at a cash price equal to or higher than the Change of Control Payment (an “Alternate Offer”) and has purchased all outstanding Notes properly tendered in accordance

with the terms of such Alternate Offer.

(d) In the event that Holders of not less than 90% of the aggregate principal amount of the

outstanding Notes accept a Change of Control Offer, Alternate Offer, or any other tender offer and the Issuer (or the third party making the Change of Control Offer as described in paragraph (c) above) purchases all of the Notes held by such

Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer, or any other tender offer

described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, or applicable purchase price in the Alternate Offer or other tender offer, plus, to the extent

not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant record date to receive

interest due on an interest payment date that is on or prior to the redemption date).

(e) Any notice in respect of a Change of Control

Offer or Alternate Offer may be sent prior to the occurrence of a Change of Control if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made, to the extent that such notice

states that the Change of Control Offer or Alternate Offer is conditional on the occurrence of such Change of Control and describes each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control

Settlement Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by Issuer in its sole discretion),

or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied (or waived by Issuer in its sole discretion) by the Change of Control

Settlement Date, or by the Change of Control Settlement Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all such conditions will not be satisfied.

(f) The Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the consent of the Holders

of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).

Section 4.16 [Reserved].

Section 4.17 Additional Note Guarantees.

If, after the date of this Indenture, any Restricted Subsidiary that is not already a Guarantor (excluding the Issuer and each Excluded

Subsidiary but including, for clarity, each such Restricted Subsidiary that ceases to be an Excluded Subsidiary) Guarantees Indebtedness of the Issuer or any Guarantor under a Credit Facility in excess of the De Minimis Guaranteed Amount, then that

Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit E hereto and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed such

Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the

Issuer that have properly been designated as Unrestricted Subsidiaries in accordance with Section 4.18 for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted

Subsidiary that was incurred pursuant to this Section 4.17 will be released in the circumstances described under Section 10.05(e).

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not

cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary properly designated will be

deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or represent Permitted Investments, as determined by the Issuer.

That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary.

The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that

such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted

under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and Section 4.12 and (2) no Default or Event of Default with respect to

Section 4.12 or any other covenant in this Indenture would be in existence following such designation.

Any designation of a

Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with

the preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for

purposes of this Indenture, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, or if

such Subsidiary is not in compliance with any other covenants in this Indenture applicable to Restricted Subsidiaries of the Issuer, a Default will have occurred under this Indenture.

Section 4.19 Covenant Termination.

Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time

(a) the rating assigned to the Notes by at least two out of the three Rating Agencies is an Investment Grade Rating, (b) no Default has occurred and is

continuing under this Indenture and (c) the Issuer has delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in Section 4.19(a), (b) and

(c) being collectively referred to as a “Covenant Termination Event”), then, beginning on that day, the Issuer and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.18 and

5.01(a)(4) of this Indenture and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections.

The Trustee shall not have any obligation to monitor the ratings of the Notes or independently determine or verify if any Covenant Termination

Event has occurred or the date thereof and may rely conclusively on the Officers’ Certificate referenced above with respect to the same. The Trustee shall not have any obligation to notify the Holders of the occurrence or date of any Covenant

Termination Event, but may provide a copy of such Officers’ Certificate to any Holder upon request.

ARTICLE V.

SUCCESSORS

Section 5.01

Merger, Consolidation or Sale of Assets.

(a) The Issuer may not, directly or indirectly: (1) consolidate or merge with or into

another Person (whether or not the Issuer is the survivor); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a

whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Issuer is the survivor; or

(b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person 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 Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes, all the obligations of the Issuer under the Notes and this Indenture

pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

(3) immediately after such transaction no

Default or Event of Default exists; and

(4) either

(A) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which

such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the

beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; or

(B) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as

if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale,

assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer immediately before such transaction; and

(5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such

consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture.

(b) Notwithstanding the

restrictions described in Section 5.01(a)(4), any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties or assets to the Issuer without complying with the preceding Section 5.01(a)(4) in

connection with any such consolidation, merger or disposition.

entity in accordance with the following procedures provided that:

(1) the reorganization involves the conversion

(by merger, sale, contribution or exchange of assets or otherwise) of the Issuer into a form of entity other than a limited liability company formed under Delaware law;

(2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the

United States, any state thereof or the District of Columbia;

(3) the entity so formed by or resulting from such

reorganization assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

(4) immediately after such reorganization no Default or Event of Default exists; and

(5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this

Section 5.01(c)(5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to United States federal or state

income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

(d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of

transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties or assets of the Issuer, shall be deemed to be the

transfer of all or substantially all of the properties or assets of the Issuer.

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 Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such

sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition,

the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture and the Notes, with the same effect

as if such successor Person had been named as the Issuer herein; and thereafter (except in the case of a lease of all or substantially all of the Issuer’s properties or assets) the predecessor Issuer will be relieved of all obligations and

covenants under this Indenture, the Notes and such Note Guarantee, as applicable.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

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

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due of the principal of, or premium on, if any, the Notes;

(3) failure by the Issuer for 180 days after notice to the Issuer by the Trustee or to the Issuer and the Trustee from the

Holders of at least 30% in aggregate principal amount of the Notes (with a copy to the Trustee) then outstanding voting as a single class to comply with Section 4.03;

(4) failure by the Issuer for 60 days after notice to the Issuer by the Trustee or to the Issuer and the Trustee from the

Holders of at least 30% in aggregate principal amount of the Notes (with a copy to the Trustee) then outstanding voting as a single class to comply with any of its other agreements in this Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or

evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is

created after the date of this Indenture, if that default:

(A) is caused by a failure to pay principal of, premium on, if

any, or interest on, if any, 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 Stated 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, aggregates $100.0 million or more; provided, however, if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or waived,

(ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 20 Business Day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration, as the

case may be, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decree or

applicable law;

(6) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court

or courts of competent jurisdiction aggregating in excess of $100.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid,

discharged or stayed, for a period of 60 days;

(7) the Issuer or any of the Issuer’s Restricted Subsidiaries that is

a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

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

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due;

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

(A) is for relief against the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or

any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or

any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary

or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or

or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary;

and the order or

decree remains unstayed and in effect for 60 consecutive days; or

(9) except as permitted by this Indenture, any Note

Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its

Note Guarantee.

Notwithstanding the foregoing, a Default under Section 6.01(6) or 6.01(9) will not constitute an Event of Default

until the Trustee or the Holders of at least 30% in principal amount of the outstanding Notes (with a copy to the Trustee) notify the Issuer of the Default and, with respect to Section 6.01(9), the Issuer does not cure such Default within the

time specified in Section 6.01(9) after receipt of such notice. Any 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.

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 (or refrain from taking any action) (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be

accompanied by a written representation from each such Holder delivered to the Issuer 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 the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of

Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer (with a copy to the Trustee) with such other

information as the Issuer may reasonably request from time to time in order to verify the accuracy of such 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 (after delivery to the Trustee of appropriate confirmation of Beneficial Ownership satisfactory to the Trustee), any Position Representation or Verification Covenant required hereunder shall be provided

by the Beneficial Owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. The Trustee shall have no duty

whatsoever to provide this information to the Issuer or to obtain this information for the Issuer.

If, following the delivery of a

Noteholder Direction, but prior to acceleration of the Notes, the Issuer 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 Officers’ Certificate stating that the Issuer 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 Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to

such Default or 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, the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with

respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending

satisfaction of such Verification Covenant. Any breach of the Position Representation 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 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 (other than any indemnity or security such

Holder may have offered the Trustee), with the effect that such Default or 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, any Noteholder Direction

delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with

this section, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise

make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder or any

other Person in acting in good faith on a Noteholder Direction.

With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes

consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with this Section 6.01. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee

and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.01, or arising out of or in connection

with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agree not to commence any legal proceeding against the Trustee in

respect of, and agree that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.01, or arising out of or in connection with following instructions or taking actions in accordance with a

Noteholder Direction. The Issuer hereby confirms that any and all other actions that the Trustee takes or omits to take under this Section 6.01 and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in

connection herewith shall be covered by the Issuer’s indemnification under Section 7.07. The Trustee will treat all Holders equally with respect to their rights under this Section 6.01, and in connection with the requisite

percentages required under this Section 6.01, and the Trustee will also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the

initial delivery of the Noteholder Direction.

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Issuer, all

outstanding Notes 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 principal amount of the then total outstanding Notes by

written notice to the Issuer and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee may, on

behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium

on, if any, or interest on the Notes that has become due solely because of the acceleration) have been cured or waived.

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 on, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay

or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are

cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may, by notice to the Trustee, on behalf of the Holders

of all of the Notes, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on the Notes (including in

connection with an offer to purchase any Notes). Upon notice to the Trustee of any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but

no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by

Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of

conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. 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 (it being understood that the Trustee does not have an affirmative duty to determine whether or not any such direction is unduly prejudicial to the rights of Holders of the

Notes not joining in giving such direction) or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

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 to the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee

to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity

satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not 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 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. The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.

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 on, if

any, or interest, if any, 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(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 Issuer for the whole amount of principal of, premium on, if any, and interest, if any, remaining unpaid on, the Notes and, to the extent lawful, interest on overdue principal

and 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 Claim.

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 Issuer (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 the Trustee under Section 7.07 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 the Trustee under Section 7.07 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 VI, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, 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 for amounts due and unpaid on the Notes for principal, premium, if any, and interest, if

any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, if any, respectively; and

Third: to the Issuer 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

VII.

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this

Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need

perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the

correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not

they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any such opinions and certificates, including mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its

own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this

Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible

Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(3) the

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

(d) Whether or not therein expressly so provided, every provision of this Indenture that in

any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this

Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has

offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be

liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper

Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting,

it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee

may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good

faith and in reliance thereon.

negligence of any agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good

faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise

specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) The rights, privileges, protections, immunities and benefits given to Trustee, including, without limitation, its right to be compensated

and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

(h) The Trustee will not

be responsible or liable for any punitive, special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of

action.

(i) The Trustee will not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of

the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a

Default or Event of Default under the Notes and this Indenture.

(j) The Trustee may request that the Issuer deliver an Officers’ Certificate setting

forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate,

including any person specified as so authorized in any such certificate previously delivered and not superseded.

(k) The Trustee will not

be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.

(l) Any permissive

right of the Trustee to take or refrain from taking actions enumerated in this Indenture will not be construed as a duty.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any

Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA after a Default has occurred and is continuing) it must eliminate such

conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall

not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any

money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture

other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee as provided in Section 7.02(i), the Trustee

will send to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, or interest on, any Note, the Trustee may

withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 [Reserved].

Section 7.07 Compensation and Indemnity.

(a) The Issuer 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 Issuer 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.

(b) The Issuer and the Guarantors, jointly and severally, will indemnify, defend and protect

each of the Trustee and its officers, directors, agents and employees for, and hold them harmless against, any and all losses, liabilities, damages, claims or expenses, including taxes (other than taxes based upon, measured by or determined by the

earnings or income of the Trustee) and court costs, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the

Issuer and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, 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 willful misconduct or gross negligence as determined by a final, non-appealable judgment

of a court of competent jurisdiction. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer or any of the Guarantors of their obligations

hereunder. The Issuer or any such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel, and the Issuer will pay the reasonable fees and expenses of such counsel. Neither the Issuer nor

any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

of the Issuer and the Guarantors under this Section 7.07 will survive resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

(d) To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior

to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest, if any, on, particular Notes. 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 Section 6.01(8) or

(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor

Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be

discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing at least 30 days

in advance of such removal. The Issuer may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10

hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the

Trustee under any Bankruptcy Law;

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

(4) the Trustee becomes incapable of acting.

any reason, the Issuer will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to

replace the successor Trustee appointed by the Issuer.

(d) If a successor Trustee does not take office within 60 days after the retiring

Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the

appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six

months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the

resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send a notice of its succession to Holders.

The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another

Person, the successor Person without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of

America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least

$100.0 million as set forth in its most recent published annual report of condition.

Section 7.11 Preferential Collection of

Claims Against Issuer.

The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A

Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

At the option of the Board of Directors of the Parent evidenced by a resolution set forth in an Officers’ Certificate, the Issuer may

elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the

Guarantors will, 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 (including the Note Guarantees) on the date the

conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented

by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in Section 8.02(1)

and (2), and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, 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 to receive payments in respect of the principal of, premium on, if any, or interest on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

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

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’

obligations in connection therewith; and

(4) this Article VIII.

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior

exercise of their option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the

Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.17 and

4.18 hereof and Section 5.01(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes 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 will not be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant

Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuer and the

Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by

reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the

remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction

of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6), (7) and (9) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.

dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without

consideration of any reinvestment of interest (which in the case of a deposit in whole or in part of non-callable Government Securities will be evidenced by the opinion of a nationally recognized firm of

independent public accountants as to the sufficiency of such deposit), to pay the principal of, and interest and premium, if any, on, the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and

the Issuer must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date (provided that if such redemption is made as provided under Section 3.07(b), (x) the amount of cash in U.S.

dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and

(y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date (any such amount, the “Applicable Premium

Deficit”) (it being understood that any defeasance shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided, that the Trustee shall have no liability whatsoever in the event

that such Applicable Premium Deficit is not in fact paid after any defeasance of this Indenture and that any Applicable Premium Deficit will be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of

such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption);

(2) in the case of an election under Section 8.02 hereof, the Issuer must deliver to the Trustee an opinion of counsel

reasonably acceptable to the Trustee confirming that:

(A) the Issuer has received from, or there has been published by,

the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable

federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders or beneficial owners

of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would

have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Issuer

must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders or beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of

such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of

Default resulting from the incurrence of Indebtedness, the proceeds of which are applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such Indebtedness);

(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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of

its Subsidiaries is bound;

(6) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the

deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

(7) the Issuer must deliver to the Trustee an Officers’ 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.

Section 8.05 Deposited

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

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”)

pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying

Agent (including the Parent or any of its Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such

money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify the Trustee against

any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to 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.

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the

request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants

expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent

Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the

Issuer, in trust for the payment of the principal of, premium on, if any, or interest, if any, 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

Issuer on their request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying

Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that, if any Definitive Notes are then outstanding, the Trustee or such Paying Agent, before being

required to make any such repayment, may at the expense of the Issuer 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 will be repaid to the Issuer.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government

Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s

and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying

Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium on, if any, or interest on any Note

following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX.

AMENDMENT, SUPPLEMENT

AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee

may amend or supplement this Indenture, the Notes or the Note Guarantees:

(1) to cure any ambiguity, defect or

inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided

that such uncertificated Notes are in registered form for purposes of Section 163(f) of the Code);

(3) to provide

for any assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes permitted under the terms of this Indenture;

(4) to comply with the covenant relating to mergers, consolidations and

sales of assets;

(5) to make any change that would provide any additional rights or benefits to the Holders of Notes or

that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to secure the Notes or the

Note Guarantees pursuant to the requirements of Section 4.12;

(7) to provide for the issuance of Additional Notes in

accordance with the limitations set forth in this Indenture;

(8) to add any additional Guarantor or to evidence the

release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture;

(9) to evidence or provide

for the acceptance of appointment under this Indenture of a successor Trustee;

(10) at the Issuer’s election, to

comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable;

(11) to comply with the rules and procedures of any applicable securities depositary;

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by

this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any

applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or

(13) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of

Notes” in the Issuer’s offering memorandum, dated September 22, 2026.

For the avoidance of doubt, no amendment to, or

deletion of any of the covenants described under Section 3.07, Article IV and Article V or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders

to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join

with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein

contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture

(including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,

Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 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 on, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance

with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if

any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be

“outstanding” for purposes of this Section 9.02.) 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 held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must

consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or

alter the provisions with respect to the redemption or repurchase of the Notes (other than provisions under Sections 4.10 and 4.15);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a

rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in currency other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes

to receive payments of principal of, or interest or premium, if any, on the Notes (other than as permitted in Section 9.02(7) below);

(7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or

4.15);

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in

accordance with the terms of this Indenture; or

(9) make any change in the preceding amendment, supplement and waiver

provisions.

Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such

amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt

by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Issuer

and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the

Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

It is not necessary for

the consent of the Holders of Notes 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 Issuer will send to the Holders of Notes affected

thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to give 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.

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 Issuer 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.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not

adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying

upon, in addition to the documents required by Sections 7.02(b) and 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this

Indenture.

ARTICLE X.

NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article X, 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 this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium on, if any, and interest on, the Notes will be promptly paid in full when due, whether at Stated

Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder

will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any

extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by

acceleration or otherwise.

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 this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce

the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of

insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the

obligations contained in the Notes and this Indenture.

to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent

theretofore discharged, will 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 VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition

preventing such acceleration in respect of the obligations Guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) will

forthwith become due and payable by the Guarantors for the purpose of this Note 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 Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor (other than the Parent), and by its acceptance of Notes, each Holder, hereby confirm that it is the intention of all such

parties that the Note 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 Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor (other than the Parent) 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 X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or

conveyance.

Section 10.03 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee

substantially in the form attached as Exhibit D hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its

Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and

effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on the

notation of its Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such notation of its Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set

forth in this Indenture on behalf of the Guarantors.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

A Guarantor other than the Parent may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate

with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) either:

(A) the Person acquiring the properties or assets in any such sale, exchange, transfer or other disposition (if other than the

Issuer or a Guarantor) or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or a Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form specified as

Exhibit E hereto, all the obligations of that Guarantor under the Notes, its Note Guarantee and this Indenture on the terms set forth herein; or

(B) such transaction does not violate Section 4.10 hereof.

In case of any such consolidation, merger, sale or disposition 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 Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor,

such successor Person will 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 notations of Note Guarantees to

be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this

Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles IV and V hereof, and notwithstanding Section 10.04(2)(A) and (B), nothing contained in this Indenture or

in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or disposition of all or substantially all of the properties or assets of a Guarantor to the Issuer or

another Guarantor.

Section 10.05 Releases.

The Note Guarantee of a Guarantor other than the Parent shall be released:

(a) in connection with any sale, exchange, transfer or other disposition of all or substantially all of the properties or assets of that

Guarantor (including by way of merger, consolidation, amalgamation, dividend, distribution or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale, exchange,

transfer or other disposition does not violate Section 4.10 hereof;

(b) in connection with any sale, exchange, transfer 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 Parent or a Restricted Subsidiary, if the sale, exchange, transfer or other disposition does not violate

Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary as a result of the sale, exchange, transfer or other disposition;

(d) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is

continuing;

(e) at such time as such Guarantor ceases to Guarantee obligations under, or otherwise become obligated under any

Indebtedness of the Issuer or any Guarantor under a Credit Facility in excess of the De Minimis Guaranteed Amount (other than the Notes);

(f) upon such Guarantor consolidating with, merging into or transferring all of its

properties or assets to the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or

(g) at such time as such Guarantor constitutes an Excluded Subsidiary.

In addition, the Note Guarantee of any Guarantor will be released upon Legal Defeasance or Covenant Defeasance in accordance with Article VIII

hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof.

Any Guarantor not released from its

obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of such Guarantor under this Indenture

as provided in this Article X.

ARTICLE XI.

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of

registration of transfer or exchange of the Notes and as otherwise specified in this Article XI), when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes

for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and

payable within one year by reason of the sending of a notice of redemption or otherwise and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the

Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be

sufficient without consideration of any reinvestment of interest (which in the case of a deposit in whole or in part of non-callable Government Securities will be evidenced by the opinion of a nationally

recognized firm of independent public accountants as to the sufficiency of such deposit), to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to

the date of fixed maturity or redemption (provided that if such redemption is made as provided in Section 3.07(b), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a

combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited the Applicable

Premium Deficit in trust on the redemption date (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided, that the Trustee shall have

liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid

after any satisfaction and discharge of this Indenture and that any Applicable Premium Deficit will be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that

confirms that such Applicable Premium Deficit will be applied toward such redemption);

(2) in respect of

Section 11.01(1)(B), no Event of Default 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 and any similar deposit relating to other

Indebtedness and, in each case, 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 material agreement or instrument (other than this Indenture and the

agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than with respect to the

borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such

borrowings);

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

and

(4) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment

of the Notes at fixed maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’

Certificate stating that all conditions precedent to satisfaction and discharge have been satisfied and an Opinion of Counsel stating that all such conditions precedent set forth in Section 11.01(2) and (4) have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if funds have been deposited with the Trustee pursuant to

Section 11.01(1)(B), the obligation set forth in Section 11.01(1)(B)(y) and the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of

Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application

of Trust Money; Miscellaneous.

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 this Indenture, to the payment, either directly or through any Paying Agent (including the Parent or any of its Subsidiaries

acting as the 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 Issuer’s and any

Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of,

premium on, if any, or interest on, any Notes because of the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the

Trustee or Paying Agent.

100

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed

on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.01 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.

ARTICLE XII.

MISCELLANEOUS

Section 12.01

[Reserved].

Section 12.02 Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing in the English language and

delivered in Person or by first class mail (registered or certified, return receipt requested), electronic image scan, facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

Solaris

Energy Infrastructure, LLC

9651 Katy Freeway, Suite 300

Houston, Texas 77024

Attention:

Chief Legal Officer and Corporate Secretary

Email: christopher.powell@solaris-energy.com

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP 811 Main Street Suite 3000

Houston, TX 77002-6117

Attention: Shalla Prichard; Cynthia M. Mabry

Email: sprichard@gibsondunn.com; cmabry@gibsondunn.com

If to the Trustee:

U.S. Bank Trust Company,

National Association

1255 Corporate Drive, 6th Floor

Irving, Texas 75038

Attention:

Solaris Energy Infrastructure, LLC Administrator

The Issuer, 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 transmitted by electronic image

scan or facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or other communication to the Trustee shall be deemed delivered until actual receipt by a

Responsible Officer.

101

Any notice or communication to a Holder will be mailed by first class mail or by overnight

air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar, or in any case where DTC or its nominee is the Holder, any notice or communication will be given by the method specified by DTC. Failure to give 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 given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, they will mail a copy to the Trustee and each Agent at the same time.

Section 12.03 [Reserved].

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the

statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set

forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(1) a statement that the person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions

contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he or she has

made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied.

102

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and

set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and

Unitholders.

No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Parent,

the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Note 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.

Section 12.08 Governing Law; Waiver of Jury Trial.

THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. EACH OF THE ISSUER,

THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED

BY THIS INDENTURE OR THE NOTES.

Section 12.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Parent or its Subsidiaries or of any other

Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10 Successors.

All agreements of the Issuer in this Indenture and the Notes will bind its respective successors. All agreements of the Trustee in this

Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the

remaining provisions will not in any way be affected or impaired thereby.

Section 12.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture.

Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this

Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

103

Except with respect to authentication of the Notes as set forth in Section 2.02, the

Trustee shall have the right to accept and act upon any notice, instruction, or other communication, including any funds transfer instruction (each, a “Notice”), received pursuant to this Indenture by electronic transmission

(including by e-mail, facsimile transmission, web portal or other electronic methods) and shall not have any duty to confirm that the person sending such Notice is, in fact, a person authorized to do so.

Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital

signature provider identified by any other party hereto and acceptable to the Trustee) shall be deemed original signatures for all purposes. Each other party to this Indenture assumes all risks arising out of the use of electronic signatures and

electronic methods to send Notices to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized Notice and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any

instance and in its sole discretion require that a Notice in the form of an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic Notice.

Section 12.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of

reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.14 Payment Date Other Than a Business Day.

If any payment with respect to any principal of, premium on, if any, or interest on any Note (including any payment to be made on any date

fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no

interest will accrue for the intervening period.

Section 12.15 Evidence of Action by Holders.

Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may

take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have

joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting

of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a

Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures.

Section 12.16 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of

or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision of any present or future law or regulation or governmental authority, (ii) any act of God, (iii) natural

disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) accidents, (viii) labor dispute, (ix) disease, (x) epidemic or pandemic, (xi) quarantine, (xii) national emergency, (xiii) loss or malfunction of utility or

computer software or hardware, (xiv) communications

104

system failure, (xv) malware or ransomware, (xvi) unavailability of the Federal Reserve Bank wire

or telex system or other wire or other funds transfer systems, or (xvii) unavailability of securities clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances.

Section 12.17 U.S.A. PATRIOT Act.

The parties hereto acknowledge that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial

institutions, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the

Trustee. The parties to this Indenture agree to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.

[Signatures on following pages]

105

SIGNATURES

Dated as of October 1, 2026

ISSUER:

SOLARIS ENERGY INFRASTRUCTURE, LLC

By:

/s/ Stephan Tompsett

Name: Stephan Tompsett

Title: Chief Financial Officer

GUARANTORS:

SOLARIS ENERGY INFRASTRUCTURE, INC. SOLARIS TRANSPORTATION, LLC

SOLARIS OILFIELD TECHNOLOGIES, LLC SOLARIS OILFIELD SITE SERVICES OPERATING, LLC

SOLARIS OILFIELD EARLY PROPERTY, LLC SOLARIS POWER SOLUTIONS, LLC

SOLARIS POWER SOLUTIONS STATELINE OPERATING, LLC

SOLARIS LOGISTICS, LLC

SOLARIS OILFIELD SITE SERVICES

PERSONNEL LLC

SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC

PROJECT G BUYER, LLC

SOLARIS RESOLUTE, LLC

SOLARIS GSD I, LLC

GLOBAL ENERGY SERVICES ALLIANCE,

LLC

BASELOAD POWER GENERATION PARTS AND SERVICES, LLC

By:

/s/ Stephan Tompsett

Name: Stephan Tompsett

Title: Chief Financial Officer

[Signature Page to

Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By:

/s/ Michael K. Herberger

Name: Michael K. Herberger

Title: Vice President

[Signature Page to

Indenture]

EXHIBIT A

[Face of Note]

CUSIP [83419Y AC0

/ U83415 AC0]

ISIN [US83419YAC03 / USU83415AC04]

7.000% Senior Notes due 2032

No.

SOLARIS ENERGY INFRASTRUCTURE, LLC

promises to pay to CEDE & CO., or registered assigns, the principal sum of

DOLLARS or such greater or lesser amount as may be indicated on the attached Schedule of

Exchanges of Interests in the Global Note on April 1, 2032.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated:

A-1

SOLARIS ENERGY INFRASTRUCTURE, LLC

By:

Name:

Title:

Certificate of Authentication:

This is one of the Notes referred to

in the within-mentioned

Indenture:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

A-2

[Back of Note]

7.000% Senior Notes due 2032

[Insert

the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to

the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below

unless otherwise indicated.

(1) INTEREST. Solaris Energy Infrastructure, LLC, a Delaware limited liability

company (the “Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at 7.000% per annum from , 20 until maturity. The Issuer will pay interest

semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on

the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if there is no existing Default in the payment of interest, and if this Note is

authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date

shall be , 20 . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a

rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard

to any applicable grace period), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2) METHOD OF

PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the March 15 or September 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 Indenture with respect to defaulted interest. The Notes will be

payable as to principal, premium, if any, and interest at the office or agency of the Issuer maintained for such purpose within the City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the

Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds to an account in the United States will be required with respect to principal of, premium on, if any, and

interest on, all Global Notes. Such payments will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially,

U.S. Bank Trust Company, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Parent or any of its

Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE. The Issuer has issued the Notes under an

Indenture dated as of October 1, 2026 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The Notes are subject to all terms stated in the Indenture. To the extent any provision of this Note conflicts with the

express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuer. The Indenture does not limit the aggregate principal amount of Notes that may be issued

thereunder.

A-3

(5) OPTIONAL

REDEMPTION.

(A) At any time prior to April 1, 2029, the Issuer may on any

one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in an amount not greater than the net cash proceeds of one or more Equity Offerings, at a redemption price of 107.000% of the principal

amount plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the

redemption date), provided that:

(1) at least 50% of the aggregate principal amount of the Notes originally issued

under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Parent and its Subsidiaries); and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(B) At any time prior to April 1, 2029, the Issuer may on any one or more occasions redeem all or part of the Notes, at a

redemption price equal to the sum of:

(1) 100% of the principal amount thereof, plus

(2) the Make Whole Premium at the redemption date,

plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant

record date to receive interest due on an interest payment date that is on or prior to the redemption date).

pursuant to Section 3.07(a), (b) and (d) of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2029.

(D) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in,

Section 4.15(d) of the Indenture.

(E) On and after April 1, 2029, the Issuer may on any one or more occasions redeem

all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including, the applicable

redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on April 1 of the

years indicated below:

Year

Percentage

2029

103.500

2030

101.750

2031 and thereafter

100.000

A-4

Unless the Issuer defaults in the payment of the redemption price, interest will cease to

accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)

MANDATORY REDEMPTION. Other than as set forth in Section 3.09 of the Indenture, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF

HOLDER.

(A) If there is a Change of Control Triggering Event, the Issuer will be

required to 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 thereof) of each Holder’s Notes at

a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of settlement (the “Change of Control

Section 4.15 of the Indenture. Within 30 days following any Change of Control Triggering Event, the Issuer will send a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the

Indenture.

(B) On the 366th day after the Asset Sale (or at the Issuer’s option, any earlier date), if the aggregate

amount of Excess Proceeds then exceeds $75.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes (with a copy to the Trustee), and all holders of other Indebtedness that is pari passu with the Notes containing

provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem, on a pro rata basis as specified in the Indenture, the maximum

principal amount of Notes and such other pari passu Indebtedness that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and

unpaid interest, if any, to, but not including, the date of settlement, subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be

payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate

principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented

by a Note in global form will be selected by such method as DTC may require). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase

will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION. At least 10 days but not more than

60 days before a redemption date, a notice of redemption will be sent to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is

issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article VIII or XI thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess

thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed.

A-5

(9) DENOMINATIONS, TRANSFER,

EXCHANGE. The Notes are in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the

Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any transfer tax or similar governmental charge payable in

connection therewith. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or

register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(10) PERSONS DEEMED

OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture,

the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing

Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including

Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for

uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes are in registered form for purposes of Section 163(f) of the Code); to provide for any assumption of the Issuer’s or a

Guarantor’s obligations to Holders of Notes permitted under the Indenture; to comply with the covenant relating to mergers, consolidations and sales of assets; to make any change that would provide any additional rights or benefits to the

Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 of the Indenture; to provide for the issuance of

additional Notes in accordance with the limitations set forth in the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; to evidence or provide

for the acceptance of appointment under the Indenture of a successor trustee; at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, if

applicable; to comply with the rules and procedures of any applicable securities depositary; to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, to

facilitate the issuance and administration of the Notes; provided that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and

(b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the

Issuer’s offering memorandum, dated September 22, 2026.

A-6

(12) DEFAULTS

AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in the payment when

due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes; (iii) failure by the Issuer for 180 days after notice to the Issuer by the Trustee or to the Issuer and the Trustee from the Holders of at

least 30% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Section 4.03 of the Indenture; (iv) failure by the Issuer for 60 days after notice to the Issuer by the Trustee or to the Issuer

and the Trustee from the Holders of at least 30% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of its other agreements in the Indenture; (v) default under certain other agreements

relating to Indebtedness of the Issuer or any of its Restricted Subsidiaries which default is a Payment Default or results in the acceleration of such Indebtedness prior to its Stated Maturity; (vi) failure by the Issuer or any of its

Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the

insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed, for a period of 60 days; (vii) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer, the Parent or any of its Restricted

Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial

proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. In the case of an

Event of Default arising from certain events of bankruptcy, insolvency or reorganization with respect to the Issuer, all outstanding Notes will become due and payable 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 then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in

the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or

exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or

interest), if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Issuer and the Trustee may, on behalf of all the Holders, rescind an

acceleration or waive an existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (including in

connection with an offer to purchase any Notes). The Issuer is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or

Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

(13)

TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its

Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(14)

NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any

Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note 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.

A-7

(15) AUTHENTICATION. This Note will not

be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)

ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of

survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)

CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP/ISIN

numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other

identification numbers placed thereon.

(18) GOVERNING LAW. THE LAW OF THE STATE OF

NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

The Issuer will furnish to any Holder upon

written request and without charge a copy of the Indenture. Requests may be made to:

Solaris Energy Infrastructure, LLC

9651 Katy Freeway, Suite 300

Houston, Texas 77024

Attention:

Chief Legal Officer

A-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of

the Issuer. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-9

OPTION OF HOLDER TO

ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Sections 4.10

or 4.15 of the Indenture, check the appropriate box below:

☐ Section 4.10 ☐ Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the

Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-10

SCHEDULE OF EXCHANGES OF

INTERESTS IN THE GLOBAL NOTE†

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part

of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of

decrease in

Principal Amount

this Global Note

Amount of

increase in

Principal Amount

this Global Note

Principal Amount

of this Global Note

following

such

decrease

(or increase)

Signature of

authorized officer

of Trustee or

Custodian

†

This schedule should be included only if the Note is issued in global form.

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Solaris

Energy Infrastructure, LLC

9651 Katy Freeway, Suite 300

Houston, Texas 77024

Attention: Chief Legal Officer

U.S. Bank Trust Company, National Association

1255 Corporate

Drive, 6th Floor

Irving, Texas 75038

Attention: Solaris

Energy Infrastructure, LLC Administrator

Re: 7.000% Senior Notes due 2032

Reference is hereby made to the Indenture, dated as of October 1, 2026 (the “Indenture”), among Solaris Energy

Infrastructure, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the

meanings given to them in the Indenture.

, (the

“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the

“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the

Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or

a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being

effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note

is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment

discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue

sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer

enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. ☐ Check if Transferee will

take delivery of a beneficial interest in

the Regulation S Global Note or a

Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected

pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy

order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in,

on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf

B-1

knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling

efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities

Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a

U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred

beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities

Act.

3. ☐ Check and complete if, among other things, Transferee will take delivery of a beneficial

interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer

restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and

accordingly the Transferor hereby further certifies that (check one):

(a) ☐ such Transfer is being effected pursuant

to and in accordance with Rule 144 under the Securities Act;

(b) ☐ such Transfer is being effected to the Parent or a subsidiary thereof;

(c)

☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or an

Unrestricted Definitive Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is

being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and

(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of

the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in

the Indenture.

(b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected

pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and

the Indenture.

B-2

(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in

the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with

the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private

Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the

statements contained herein are made for your benefit.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP 83419Y AC0), or

(ii)

☐ Regulation S Global Note (CUSIP U83415 AC0), or

(b)

☐ a Restricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP 83419Y AC0), or

(ii)

☐ Regulation S Global Note (CUSIP U83415 AC0), or

(iii)

☐ Unrestricted Global Note (CUSIP ); or

(b)

☐ a Restricted Definitive Note; or

(c)

☐ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Solaris

Energy Infrastructure, LLC

9651 Katy Freeway, Suite 300

Houston, Texas 77024

Attention: Chief Legal Officer

U.S. Bank Trust Company, National Association

1255 Corporate

Drive, 6th Floor

Irving, Texas 75038

Attention: Solaris

Energy Infrastructure, LLC Administrator

Re: 7.000% Senior Notes due 2032

(CUSIP / ISIN [ ] / [ ])

Reference is hereby made to the Indenture, dated as of October 1, 2026 (the “Indenture”), among Solaris Energy

meanings given to them in the Indenture.

, (the

“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the

“Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted

Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global

Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal

principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to

the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ☐ Check if Exchange is from

beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest

in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with

the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in

order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial

interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with

the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired

in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if

Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted

Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance

with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is

being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of

Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ☐ Check if Exchange is from beneficial interest in

a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal

amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted

Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In

connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies

(i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant

to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial

interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit.

[Insert Name of Transferor]

C-2

By:

Name:

Title:

Dated:

C-3

EXHIBIT D

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally

Guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 1, 2026 (the “Indenture”), among Solaris Energy Infrastructure, LLC, a Delaware limited liability company

(the “Issuer”), the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest on, the Notes,

whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and the due and punctual performance of all other

obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be

promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to

the Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

SOLARIS ENERGY INFRASTRUCTURE, INC.

SOLARIS TRANSPORTATION, LLC

SOLARIS OILFIELD

TECHNOLOGIES, LLC

SOLARIS OILFIELD SITE SERVICES OPERATING, LLC

SOLARIS OILFIELD EARLY PROPERTY, LLC

SOLARIS POWER SOLUTIONS, LLC

SOLARIS POWER SOLUTIONS

STATELINE OPERATING, LLC

SOLARIS LOGISTICS, LLC

SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC

SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC

PROJECT G BUYER, LLC

SOLARIS RESOLUTE, LLC

SOLARIS GSD I,

LLC

GLOBAL ENERGY SERVICES ALLIANCE, LLC

BASELOAD POWER GENERATION PARTS AND SERVICES, LLC

By:

Name:

Title:

D-1

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , is among (the “Guaranteeing

Subsidiary”), a subsidiary of Solaris Energy Infrastructure, LLC, a Delaware limited liability company (the “Issuer”), Solaris Energy Infrastructure, Inc., a Delaware corporation (the “Parent”), the

other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of

October 1, 2026 providing for the issuance of 7.000% Senior Notes due 2032 (the “Notes”);

WHEREAS, the Indenture

provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s

Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED

TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO

GUARANTEE. The Guaranteeing Subsidiary hereby unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to

Article X thereof.

3. NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager or unitholder or other

owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note 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.

4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of

them together represent the same agreement.

E-1

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not

affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the

validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Issuer.

E-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed and attested, all as of the date first above written.

Dated:

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

SOLARIS ENERGY INFRASTRUCTURE, LLC

By:

Name:

Title:

SOLARIS ENERGY INFRASTRUCTURE, INC.

SOLARIS TRANSPORTATION, LLC

SOLARIS OILFIELD

TECHNOLOGIES, LLC

SOLARIS OILFIELD SITE SERVICES

OPERATING, LLC

SOLARIS OILFIELD EARLY PROPERTY, LLC

SOLARIS POWER SOLUTIONS, LLC

SOLARIS POWER

SOLUTIONS

STATELINE OPERATING, LLC

SOLARIS LOGISTICS, LLC

SOLARIS OILFIELD SITE

SERVICES

PERSONNEL LLC

SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC

PROJECT G BUYER, LLC

SOLARIS RESOLUTE, LLC

SOLARIS GSD I, LLC

GLOBAL ENERGY SERVICES ALLIANCE, LLC

BASELOAD POWER GENERATION PARTS AND

SERVICES,

LLC

By:

Name:

Title:

E-3

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

E-4

EX-10.1

Filename: d567251dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 1, 2026 (this “Amendment”), is by and among SOLARIS

ENERGY INFRASTRUCTURE, LLC, a Delaware limited liability company (the “Borrower”), SOLARIS ENERGY INFRASTRUCTURE, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors party

hereto (together with the Borrower, collectively, the “Loan Parties”), the Lenders and L/C Issuers party hereto and MUFG BANK, LTD. as Administrative Agent (in such capacity, “Administrative Agent”).

RECITALS:

The Parent, Borrower,

the Administrative Agent, the Lenders and the other parties from time to time party thereto are party to that certain Credit Agreement, dated as of May 12, 2026 (the “Original Agreement”, and the Original Agreement, as it may

be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Credit Agreement”);

The Borrower has requested that certain Lenders provide a Revolving Credit Commitment Increase (the “Incremental

Commitments”) pursuant to Section 2.14 of the Credit Agreement to the Borrower on the First Amendment Closing Date (as defined below) in an aggregate principal amount equal to $200,000,000.00;

Each of the Lenders listed on Exhibit A attached hereto (each such Lender (including the New Lender referenced below), an

“Incremental Lender”) is prepared to provide, severally and not jointly, Incremental Commitments in an aggregate principal amount for such Incremental Lender equal to its Incremental Commitment set forth on Exhibit A

attached hereto opposite such Incremental Lender’s name, subject to the terms and conditions set forth herein;

Subject to the terms

and conditions set forth herein, the Lenders under the Credit Agreement immediately prior to giving effect to this Amendment (each an “Existing Lender” and, collectively, the “Existing Lenders”) wish to assign

certain of their rights and obligations as Lenders under the Credit Agreement and the other Loan Documents to the undersigned party hereto as a “New Lender” (the “New Lender”); and

The parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth in Section 4.1

hereof, to amend certain terms of the Original Agreement as hereinafter provided to give effect to the Incremental Commitments and certain changes to the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, and

for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

Definitions and

References

Section 1.1. Terms Defined in the Credit Agreement. Unless the context otherwise requires or unless otherwise

expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment.

Section 1.2. Rules of Construction. The rules of construction specified in

Section 1 of the Original Agreement shall apply to this Amendment.

ARTICLE II

Additional Commitments

Section 2.1. Additional Commitments.

(a) Pursuant to Section 2.14(c) of the Credit Agreement, each of the Incremental Lenders hereby agree to severally provide and make

available, and the Administrative Agent, the Parent and the Borrower hereby accept, Incremental Commitments in an aggregate principal amount for such Incremental Lender equal to its Incremental Commitment set forth on Exhibit A attached

hereto opposite such Incremental Lender’s name on the terms and conditions set forth herein.

(b) Upon the First Amendment Closing

Date, each Revolving Credit Lender under the Original Agreement will automatically and without further act be deemed to have assigned to each Incremental Lender, and each such Incremental Lender will automatically and without further act be deemed

to have assumed, a portion of such Revolving Credit Lender’s participations under the Original Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the

percentage of the aggregate outstanding participations under the Credit Agreement in Letters of Credit held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit

Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. Additionally, if any Revolving Credit Loans are outstanding under the Original Agreement on the First Amendment Closing

Date, the Revolving Credit Lenders with a Revolving Credit Commitment immediately after effectiveness of this Amendment shall purchase and assign at par such amounts of the Revolving Credit Loans of such Class outstanding at such time as the

Administrative Agent may require such that each Revolving Credit Lender holds its Applicable Percentage of all Revolving Credit Loans of such Class outstanding immediately after giving effect to all such assignments. The Administrative Agent

and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Lender. The New Lender and the Existing Lenders have agreed, and Parent, the Borrower, the Administrative Agent and the L/C Issuers hereby consent, to the following: (a) the assignment of certain of the Existing Lenders’ respective

Revolving Credit Commitments and (b) the New Lender and certain of the Existing Lenders acquiring and assuming an interest in the Revolving Credit Commitments assigned by certain of the Existing Lenders pursuant to this Article II. Such

assignments and assumptions are hereby deemed made pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit E to the Original Agreement as if each applicable party hereto had executed and delivered,

or consented to, an Assignment and Assumption (with the Effective Date, as defined therein, being the First Amendment Closing Date).

(d)

On the First Amendment Closing Date and after giving effect to such assignments and assumptions and the Incremental Commitments, each party hereto agrees that (i) the Applicable Percentage, Revolving Credit Commitment and L/C Commitment of each

Lender shall be as set forth on Schedule 2.01 attached hereto, which Schedule 2.01 supersedes and replaces Schedule 2.01 to the Original Agreement and (ii) the New Lender shall be a “Lender” for all

purposes under the Credit Agreement and the other Loan Documents.

ARTICLE III

Amendments to Original Agreement

Section 3.1. Amendments. On the First Amendment Closing Date, the Original Agreement (excluding the Schedules and Exhibits

thereto) is hereby amended as follows:

(a) The following definitions are added in alphabetical order to Section 1.01:

“First Amendment” means that certain First Amendment to the Credit Agreement, dated as of October 1,

2026 by and among the Borrower, the Parent, the Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent.

“First Amendment Effective Date” means October 1, 2026.

(b) The definition of “Lead Arrangers” in Section 1.01 is replaced in its entirety as follows:

“Lead Arrangers” means, individually and collectively, the financial institutions listed on Schedule

2.01 with a Revolving Credit Commitment of at least $50,500,000.00 as of the First Amendment Effective Date.

“Letter of Credit Sublimit” in Section 1.01 is amended by deleting “$150,000,000” and replacing it with “$325,000,000”.

(d) The second sentence in the definition of “Revolving Credit Commitment” in Section 1.01 is replaced in its entirety as

follows:

“The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $850,000,000 on the First Amendment

Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.”

(e) The second

sentence in Section 2.14(a) is replaced in its entirety as follows:

Notwithstanding anything to the contrary herein, the aggregate

principal amount of all Revolving Credit Commitment Increases after the First Amendment Effective Date shall not exceed $0.

(f) Schedule

2.01 to the Original Credit Agreement is hereby amended and restated in its entirety as set forth in Schedule 2.01 to this Amendment.

ARTICLE IV

Closing Conditions

Section 4.1. First Amendment Closing Date. This Amendment shall become effective on the date (such date, the

“First Amendment Closing Date”), when each of the following conditions is satisfied or waived in accordance with the Credit Agreement:

(a) The Administrative Agent shall have received:

(i) executed counterparts of this Amendment by the signatories hereto;

(ii) a certificate, in form and substance reasonably satisfactory to it,

from a Responsible Officer of each Loan Party certifying: (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in

all material respects on and as of the First Amendment Closing Date, provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such

earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification

therein) in all respects on such respective dates, (B) no Default or Event of Default exists, or would result from, this Amendment, the Incremental Commitments or from the application of the proceeds thereof, if any, on the First Amendment

Closing Date, (C) subject in all respects to Section 1.09(a) of the Credit Agreement, after giving effect to such Incremental Commitments and the use of proceeds thereof, compliance with the Financial Covenants as in effect on the last day

of the most recently ended Test Period on a Pro Forma Basis and (D) that an attached copy of the resolutions authorizing execution and delivery by Parent and the Loan Parties of the Amendment, consenting to and approving the Incremental

Commitments and performance of Parent and the Loan Parties under the Credit Agreement as amended by this Amendment, is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or

revoked and constitute all resolutions adopted with respect to this Amendment;

(iii) a written opinion of Gibson,

Dunn & Crutcher LLP, in form and substance reasonably satisfactory to the Administrative Agent; and

(iv) the

Administrative Agent and each Lender, to the extent reasonably requested by the Administrative Agent or such Lender at least ten (10) Business Days prior to the First Amendment Closing Date, shall have received, at least three (3) Business

Days prior to the First Amendment Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT

Act. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, receipt by each Agent and each Lender, to the extent reasonably requested by the Administrative Agent or such Lender at

least ten (10) Business Days prior to the First Amendment Closing Date, of a Beneficial Ownership Certification with respect to the Borrower at least three (3) Business Days prior to the First Amendment Closing Date.

(b) Loan Parties shall have paid all fees and expenses required to be paid to the Administrative Agent and the Lenders on the First Amendment

Closing Date, including fees and expenses of counsel (to the extent invoiced prior to the First Amendment Closing Date) and under any fee letter to which such Loan Party is a party.

ARTICLE V

Miscellaneous

Section 5.1. Representations and Warranties. In order to induce the Lenders to enter into this Amendment, the Parent, the

Borrower and each other Loan Party hereby represents to the Lenders as of the date hereof as follows:

(a) It is duly authorized to

execute, deliver and perform its obligations under this Amendment and is duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party.

(b) The execution and delivery of this Amendment by it (i) does not require any

material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under

the Loan Documents, (ii) will not violate any applicable law or regulation or the charter, by-laws, limited liability company agreement or other organizational or governing documents of it or

any order of any Governmental Authority in each case, as are applicable to it, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon it or its assets, or give rise to a right

thereunder to require any payment to be made by it, and (iv) will not result in the creation or imposition of any Lien on any asset of it, except Liens created under the Loan Documents.

(c) This Amendment, when executed and delivered by Parent and such Loan Party, will constitute, a legal, valid and binding obligation of the

Parent and such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,

regardless of whether considered in a proceeding in equity or at law.

Section 5.2. Affirmation of Parent and Loan Parties.

Parent and each Loan Party hereby confirm and agree that, notwithstanding the effectiveness of this Amendment, each Loan Document to which Parent or each such Loan Party is a party is, and the obligations of Parent and each such Loan Party contained

in any Loan Document to which it is a party, including the Credit Agreement, as modified hereby, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as modified by this

Amendment. Without limiting the generality of the foregoing, the execution of this Amendment shall not constitute a novation of any of the Loan Documents, and the Collateral Documents and all of the Collateral described therein and Liens granted in

favor of the Collateral Agent created thereunder secure the payment of all Obligations of Parent and the Loan Parties under the Loan Documents to the extent provided in the Collateral Documents and that all such Liens continue to be perfected as

security for the Obligations secured thereby.

Section 5.3. Loan Document. This Amendment is a Loan Document, and all

provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

Section 5.4. GOVERNING

LAW. THIS AMENDMENT AND ALL CLAIMS RELATED HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 5.5. Indemnity; Severability; Execution; Electronic Records; Consent to Forum; Waivers. Section 10.03 (No Waiver;

Cumulative Remedies), Section 10.05 (Indemnification by Loan Parties), Section 10.13 (Severability), Section 10.14 (Governing Law, Jurisdiction, Service of Process), Section 10.15 (Waiver of Right to

Trial by Jury) and Section 10.24 (Electronic Execution of Assignments and Certain Other Documents) of the Credit Agreement are hereby incorporated by reference in their entirety, mutatis mutandis.

Section 5.6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY

NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

BORROWER:

SOLARIS ENERGY INFRASTRUCTURE, LLC

By:

/s/ Stephan Tompsett

Name: Stephan Tompsett

Title: Chief Financial Officer

GUARANTORS:

SOLARIS OILFIELD SITE SERVICES OPERATING, LLC

SOLARIS OILFIELD EARLY PROPERTY, LLC

SOLARIS OILFIELD SITE SERVICES PERSONNEL LLC

SOLARIS LOGISTICS, LLC

SOLARIS OILFIELD TECHNOLOGIES, LLC

SOLARIS TRANSPORTATION, LLC

SOLARIS POWER SOLUTIONS, LLC

SOLARIS POWER DISTRIBUTION SOLUTIONS, LLC

PROJECT G BUYER, LLC

SOLARIS RESOLUTE, LLC

SOLARIS GSD I, LLC

SOLARIS POWER SOLUTIONS STATELINE OPERATING, LLC

GLOBAL ENERGY SERVICES ALLIANCE, LLC

BASELOAD POWER GENERATION PARTS AND SERVICES, LLC

By:

/s/ Stephan Tompsett

Name: Stephan Tompsett

Title: Chief Financial Officer

[Signature Page to

First Amendment to Credit Agreement]

PARENT:

SOLARIS ENERGY INFRASTRUCTURE, INC.

By:

/s/ Stephan Tompsett

Name: Stephan Tompsett

Title: Chief Financial Officer

[Signature Page to

First Amendment to Credit Agreement]

AGENTS AND LENDERS:

MUFG BANK, LTD.,

as Administrative Agent, Lender and L/C Issuer

By:

/s/ Kevin Sparks

Name: Kevin Sparks

Title: Director

[Signature Page to

First Amendment to Credit Agreement]

BANCO SANTANDER, S.A., NEW YORK BRANCH,

as a Lender and an L/C Issuer

By:

/s/ Irv Roa

Name: Irv Roa

Title: Executive Director

By:

/s/ D. Andrew Maletta

Name: D. Andrew Maletta

Title: Executive Director

[Signature Page to

First Amendment to Credit Agreement]

Goldman Sachs Bank USA, as Lender and as an L/C Issuer

By:

/s/ Elizabeth Tosin

Name: Elizabeth Tosin

Title: Authorized Signatory

[Signature Page to

First Amendment to Credit Agreement]

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender and as an L/C Issuer

By:

/s/ Kevin A. James

Name: Kevin A. James

Title: Authorized Signatory

By:

/s/ Donovan C. Broussard

Name: Donovan C. Broussard

Title: Authorized Signatory

[Signature Page to

First Amendment to Credit Agreement]

MORGAN STANLEY SENIOR FUNDING, INC., as Lender and as an L/C Issuer

By:

/s/ Karina Rodriguez

Name: Karina Rodriguez

Title: Vice President

[Signature Page to

First Amendment to Credit Agreement]

The Toronto-Dominion Bank, New York Branch, as Lender and as an L/C Issuer

By:

/s/ Vijay Prasad

Name: Vijay Prasad

Title: Authorized Signatory

[Signature Page to

First Amendment to Credit Agreement]

CITIZENS BANK, N.A., as Lender and as L/C Issuer

By:

/s/ David Baron

Name: David Baron

Title: Senior Vice President

[Signature Page to

First Amendment to Credit Agreement]

JPMorgan Chase Bank, N.A., as Lender and as L/C Issuer

By:

/s/ Santiago Gascon

Name: Santiago Gascon

Title: Vice President

[Signature Page to

First Amendment to Credit Agreement]

ROYAL BANK OF CANADA, as Lender and as L/C Issuer

By:

/s/ Cameron Johnson

Name: Cameron Johnson

Title: Authorized Signatory

[Signature Page to

First Amendment to Credit Agreement]

BARCLAYS BANK PLC, as Lender and as L/C Issuer

By:

/s/ Sydney G. Dennis

Name: Sydney G. Dennis

Title: Director

[Signature Page to

First Amendment to Credit Agreement]

Citibank, N.A., as Lender and as L/C Issuer

By:

/s/ Justin Green

Name: Justin Green

Title: Authorized Signatory

[Signature Page to

First Amendment to Credit Agreement]

BANK OF AMERICA, N.A., as Lender and as L/C Issuer

By:

/s/ Adam Rose

Name: Adam Rose

Title: Senior Vice President

[Signature Page to

First Amendment to Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION,

as a New Lender and as an L/C Issuer

By:

/s/ Nabeel Shah

Name: Nabeel Shah

Title: Executive Director

[Signature Page to

First Amendment to Credit Agreement]

CATERPILLAR FINANCIAL SERVICES CORPORATION, as Lender

By:

/s/ Landon Gracey

Name: Landon Gracey

Title: Regional Credit Manager

[Signature Page to

First Amendment to Credit Agreement]

First Horizon Bank, as Lender

By:

/s/ B. Forrest Taylor

Name: B. Forrest Taylor

Title: Sr. Vice President

[Signature Page to

First Amendment to Credit Agreement]

TEXAS CAPITAL BANK, as Lender

By:

/s/ Michael Simpson

Name: Michael Simpson

Title: Executive Director

[Signature Page to

First Amendment to Credit Agreement]

WaFd Bank, as Lender

By:

/s/ Michael Park

Name: Michael Park

Title: Senior Vice President

[Signature Page to

First Amendment to Credit Agreement]

WOODFOREST NATIONAL BANK, as Lender

By:

/s/ Conner Clancy

Name: Conner Clancy

Title: Assistant Vice President

[Signature Page to

First Amendment to Credit Agreement]

EXHIBIT A

Incremental Lenders and Incremental Commitments

Incremental Lender

Incremental Commitment

JPMorgan Chase Bank, N.A.

20,500,000.00

Citibank, N.A.

20,500,000.00

Bank of America, N.A.

20,500,000.00

Citizens Bank, N.A.

20,500,000.00

Barclays Bank PLC

20,500,000.00

Sumitomo Mitsui Banking Corporation

50,500,000.00

First Horizon Bank

5,500,000.00

Texas Capital Bank

5,500,000.00

WaFd Bank

15,500,000.00

Royal Bank of Canada

20,500,000.00

Total

200,000,000.00

Schedule 2.01

Commitments

Lender

Revolving Credit

Commitment

Applicable

Percentage

L/C

Commitment

1. MUFG Bank, Ltd.

55,000,000.00

6.470588235

25,000,000.00

2. Banco Santander, S.A., New York Branch

53,000,000.00

6.235294118

25,000,000.00

3. Goldman Sachs Bank USA

53,000,000.00

6.235294118

25,000,000.00

4. Canadian Imperial Bank of Commerce, New York Branch

53,000,000.00

6.235294118

25,000,000.00

5. Morgan Stanley Senior Funding, Inc.

53,000,000.00

6.235294118

25,000,000.00

6. The Toronto-Dominion Bank, New York Branch

53,000,000.00

6.235294118

25,000,000.00

7. Citizens Bank, N.A.

50,500,000.00

5.941176471

25,000,000.00

8. JPMorgan Chase Bank, N.A.

50,500,000.00

5.941176471

25,000,000.00

9. Royal Bank of Canada

50,500,000.00

5.941176471

25,000,000.00

10. Barclays Bank PLC

50,500,000.00

5.941176471

25,000,000.00

11. Citibank, N.A.

50,500,000.00

5.941176471

25,000,000.00

12. Bank of America, N.A.

50,500,000.00

5.941176471

25,000,000.00

13. Sumitomo Mitsui Banking Corporation

50,500,000.00

5.941176471

25,000,000.00

14. Caterpillar Financial Services Corporation

50,000,000.00

5.882352941

0.00

15. First Horizon Bank

35,500,000.00

4.176470588

0.00

16. Texas Capital Bank

35,500,000.00

4.176470588

0.00

17. WaFd Bank

35,500,000.00

4.176470588

0.00

18. Woodforest National Bank

20,000,000.00

2.352941176

0.00

TOTAL

850,000,000.00

100.0

325,000,000.00

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- Definition

Name of the City or Town

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No definition available.

+ Details

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dei_EntityAddressCityOrTown

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- Definition

Code for the postal or zip code

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No definition available.

+ Details

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dei_EntityAddressPostalZipCode

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- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

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Period Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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dei_EntityCentralIndexKey

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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dei_EntityFileNumber

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Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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dei:edgarStateCountryItemType

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

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Period Type:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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xbrli:booleanItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

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Data Type:

dei:securityTitleItemType

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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