Execution Version

[Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private and confidential.]

INVESTCORP CREDIT MANAGEMENT BDC, INC.

as Issuer and

INVESTCORP CAPITAL PLC

as Agent

Indenture

Dated as of March 29, 2026

Providing for the Issuance

of

Floating Rate Senior Unsecured Notes

TABLE OF CONTENTS

Exhibits

INDENTURE, dated as of March 29, 2026, between Investcorp Credit Management BDC, Inc., a Maryland corporation (hereinafter called the “Company”), having its principal office at 280 Park Avenue, 39th Floor, New York, NY 10017, and Investcorp Capital PLC, a company established under the laws of the Abu Dhabi Global Market in the United Arab Emirates, as Agent (hereinafter called the “Agent”), having its office at 1137 Register 17, 17, Al Maqam Tower, Abu Dhabi Global Market Square Al Maryah Island, Abu Dhabi, United Arab Emirates.

RECITALS OF THE COMPANY

The Company desires to issue and sell up to $65,000,000 in aggregate principal amount of the Company’s Floating Rate Senior Unsecured Notes due 2029 (the “Securities”).

The Company desires to establish the form and terms of the Securities.

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Securities and all acts and things necessary to make this Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

Certain terms used in other Articles herein are defined in those Articles.

“Accredited Investor” means any Person that is an “accredited investor” for purposes of Rule 501(a) of Regulation D under the Securities Act.

“Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 1.04.

“Additional Amounts” means any additional amounts that are required under the Securities under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and that are owing to such Holders.

“Adjusted SOFR Rate” means, for any Floating Interest Period, the rate per annum equal to the Benchmark for such Floating Interest Period plus the Margin.

“Adviser” means CM Investment Partners LLC.

“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 the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Benchmark” means, initially, Term SOFR, as such term is defined herein; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, in each case, in accordance with Section 3.02, then “Benchmark” means the applicable Benchmark Replacement; provided, however, that if either Term SOFR or the Benchmark Replacement shall ever be less than the Floor, then Term SOFR or the Benchmark Replacement, as applicable, shall be deemed to be the Floor.

“Benchmark Replacement” means, with respect to the Securities, the first alternative set forth in the order below that can be determined by the Company as of the Benchmark Replacement Date (in each case, with the consent of the Required Holders; provided that the Required Holders shall be deemed to have consented to any such Benchmark Replacement unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof):

If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Indenture.

“Benchmark Replacement Adjustment” means, with respect to the Securities, the first alternative set forth in the order below that can be determined by the Company as of the Benchmark Replacement Date (in each case, with the consent of the Required Holders; provided that the Required Holders shall be deemed to have consented to any such Benchmark Replacement Adjustment unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof):

“Benchmark Replacement Conforming Changes” means, with respect to the Securities, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions or interpretations of “Floating Interest Period” (or any similar or analogous definition), the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that the Company, with the consent of the Required Holders, or the Required Holders decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if any portion of such market practice is not administratively feasible or if no market practice for use of the Benchmark Replacement exists, in such other manner as the Company determines is reasonably practicable); provided that the Required Holders shall be deemed to have consented to any such Benchmark Replacement Conforming Changes made by

the Company unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

“Board of Directors” means the board of directors of the Company, the executive committee or any committee of that board duly authorized to act hereunder.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Agent.

“Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or in that Place of Payment or particular location are authorized or obligated by law or executive order to close.

“Capital One Revolving Facility” means the senior secured revolving credit facility entered into between Investcorp Credit Management BDC SPV, LLC and Capital One, N.A. on August 23, 2021, as amended from time to time.

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

“Change of Control Transaction” means any transaction, or series of related transactions, that results in (or could reasonably be expected to result in, as applicable) a Change of Control.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by the Chief Executive Officer, President or a Vice President of the Company, and by the Chief Financial Officer, Chief Operating Officer, Secretary or an Assistant Secretary of the Company, and delivered to the Agent.

“Controlled Subsidiary” means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Corporate Office” means the principal designated office of the Agent, which at the date hereof is 1137 Register 17, 17, Al Maqam Tower, Abu Dhabi Global Market Square Al Maryah Island, Abu Dhabi, United Arab Emirates, Attention: Investcorp Credit Management BDC, Inc., or such other address as the Agent may designate from time to time by notice to the Holders and the Company, or the principal designated corporate office of any successor Agent (or such other address as such successor Agent may designate from time to time by notice to the Holders and the Company).

“Corporation” includes corporations, associations, companies and business trusts.

“Corresponding Tenor” means a tenor (including overnight) or any Floating Interest Period having approximately the same length (disregarding business day adjustment) as the Securities.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”") that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator's Website. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator's Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator's Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of the calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.

“Debt Transaction” means a transaction pursuant to which the Company and/or one or more of its Subsidiaries, (i) incurs, raises, assumes or otherwise becomes liable for (or would incur, raise, assume or otherwise become liable for, as applicable) additional Indebtedness (other than Permitted Indebtedness) including any refinancing, replacement or substitution of Indebtedness (whether or not such transaction results in an increase in the aggregate outstanding principal amount of Indebtedness), and/or (ii) amends, restructures, compromises, waives, extends, forbears or otherwise modifies the terms of any Existing Indebtedness, or otherwise consents to do any of the foregoing (or would amend, restructure, compromise, waive, extend, forbear or otherwise modify the terms of any Existing Indebtedness, or otherwise consent to do any of the foregoing, as applicable).

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 3.08.

“Disposal Transaction” means a transaction, or series of related transactions, pursuant to which the Company and/or one or more of its Subsidiaries, sells, transfers, or otherwise disposes of (or would sell, transfer or otherwise dispose of, as applicable), whether directly and/or indirectly, the legal and/or beneficial interest in (and/or an economic interest with respect to the legal and/or beneficial interest in) one or more Portfolio Investments which, individually or in the aggregate, have an aggregate Fair Value equal to or greater than 10% of the aggregate Fair Value of all Portfolio Investments.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“DRIP” means the dividend reinvestment plan of the Company in effect on the date of this Indenture.

“Eligible Investor Certificate” means a certificate in the form of Exhibit B affirming that prospective investors are either (a) Accredited Investors, (b) Qualified Institutional Buyers or (c) not United States Persons, and making certain other representations set forth therein.

“Emergency Disposal Transaction” means any Disposal Transaction with respect to which the Company determines, acting reasonably and in good faith, that it is not reasonably possible to obtain, prior to the consummation thereof, the written consent of the Required Holders in accordance with Section 10.09. without causing, directly or indirectly, the Company and/or any of its Subsidiaries to breach any material legal, contractual or regulatory restriction (including, without limitation, material restrictions pursuant to the terms of any Existing Indebtedness) and provided that the Company shall notify the Required Holders as soon as reasonably practicable following such Emergency Disposal Transaction and shall provide reasonable supporting evidence of the circumstances giving rise to such Emergency Disposal Transaction.

“Equity Interests” means, with respect to any Person, any shares of capital stock, partnership interests, membership interests, limited liability company interests, trust interests, joint venture interests or other equity or ownership interests (including beneficial interests), whether voting or non‑voting, and any warrants, options or other rights to acquire any of the foregoing, but excluding any debt securities convertible into, or exchangeable for, such equity or ownership interests until such conversion or exchange.

“Equity Transaction” means a transaction or series of related transactions (other than a Debt Transaction or a transaction to raise Permitted Indebtedness), pursuant to which the Company and/or one or more of its Subsidiaries (a) raises or would raise additional equity finance, including, without limitation, by way of the issue of additional Equity Interests to any Person; and/or (b) issues, consolidates, sub-divides or redesignates any Equity Interests, or reduces, reorganizes or otherwise alters its share capital or equity capital; and/or (c) amends, waives or modifies, or consents to the amendment, waiver or modification of, the DRIP or any similar equity incentive or issuance program of the Company or any of its Subsidiaries.

“Event of Default” has the meaning specified in Article Five.

“Existing Indebtedness” means Indebtedness outstanding prior to the date of this Indenture.

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

“Fair Value” means fair value in accordance with the Investment Company Act and Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements and Disclosures;

“Financing or Refinancing Proceeds” means the net cash proceeds received by the Company from (a) the issuance of any Indebtedness pursuant to any Debt Transaction entered into in accordance with this Indenture after the date of this Indenture for the primary purpose of funding a redemption of the Securities, or (b) the refinancing, replacement, or extension of any Existing Indebtedness pursuant to any Debt Transaction entered into in accordance with this Indenture after the date of this Indenture for such purpose; but excluding, in each case:

“Floating Interest Period” means, with respect to any Security, each period from and including the Reset Date for such Security to but excluding the immediately subsequent Reset Date for such Security. Notwithstanding the foregoing, (a) the first Floating Interest Period shall begin on the date the Securities are issued and end on the first Interest Payment Date and (b) the final Floating Interest Period shall end on, and exclude the earlier of (x) the respective date on which the principal amount of the Securities are paid in full and (y) the Maturity for such Security.

“Floating Interest Rate Determination Date” means, with respect to any Security, the first day of the applicable Floating Interest Period.

“Floor” means zero percent (0.00%).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.

“Holder” means the Person in whose name a Security is registered in the Security Register.

“ICAP” means Investcorp Capital PLC, a company established under the laws of the Abu Dhabi Global Market in the United Arab Emirates, having its registered office at 1137 Register 17, 17, Al Maqam Tower, Abu Dhabi Global Market Square Al Maryah Island, Abu Dhabi, United Arab Emirates and registered with the Abu Dhabi Global Market Registration Authority under number 000009782.

“Indebtedness” means, in respect of the Company or any of its Subsidiaries, any indebtedness for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Company or the relevant Subsidiary’s accounting principles applied consistently with past practice, be treated as a balance sheet liability; (e) receivables sold or

discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) the deferred purchase price of property or services (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of any person’s indebtedness for any of the items referred to in paragraphs (a) to (g) above; and (i) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

“Indenture” means this Indenture as it may from time to time be supplemented or amended pursuant to the terms of this Indenture.

“Interest” and “interest” includes Additional Amounts payable in respect of the Securities.

“Interest Payment Date” shall mean the last Business Day of each calendar quarter, commencing June 30, 2026.

“Investcorp Affiliate” means (i) each Affiliate of Investcorp Holdings, (ii) IHL and each Affiliate thereof, and (iii) ICAP and each Affiliate thereof, in each case from time to time.

“Investcorp Holdings” means Investcorp Holdings B.S.C. (Closed), a closed joint stock company duly established in the Kingdom of Bahrain under commercial registration number 12411, with its registered office at Flat 61, Building 499, Road 1706, Block 317, Diplomatic Area, PO Box 5340, Manama, Bahrain.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Margin” means 5.50 per cent. per annum.

“Maturity” means the earlier of (i) July 1, 2029 or (ii) the date the principal of such Security or an installment of principal becomes due and payable as herein provided, by declaration of acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or otherwise.

“Minimum Return” has the meaning provided in Section 11.01.

“Minimum Return Payment” has the meaning provided in Section 11.01.

“Notice of Default” has the meaning provided in Section 5.01.

“Officers’ Certificate” means a certificate signed by the Chief Executive Officer, President or a Vice President of the Company, and by the Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer, Secretary or an Assistant Secretary of the Company, and delivered to the Agent.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company and who shall be reasonably satisfactory to the Agent.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities, theretofore authenticated and delivered under this Indenture, except:

“Paying Agent” means any Person authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities on behalf of the Company.

“Permitted Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries or (iii) one or more Investcorp Affiliates.

“Permitted Indebtedness” means: (i) Indebtedness under the Securities; (ii) unsecured Indebtedness incurred by the Company or any Controlled Subsidiary in the ordinary course of business for administrative, operational or tax purposes, in an aggregate outstanding principal amount not exceeding $10 million at any time; (iii) Indebtedness arising under cash-management, netting, settlement, custody or deposit arrangements entered into in the ordinary course of business; (iv) Indebtedness consisting of guarantees by the Company or any Subsidiary of obligations that constitute Permitted Indebtedness; (v) Indebtedness in respect of taxes, assessments, governmental charges or claims being contested in good faith and by appropriate proceedings; (vi) Indebtedness arising by operation of law in the ordinary course of business, including mechanics’, suppliers’, judgment or similar obligations; (vii) Existing Indebtedness (including, for the avoidance of doubt, any drawings, rollovers, extensions or renewals, in each case to the extent permitted by this Indenture); and (viii) any other Indebtedness expressly approved in writing by the Required Holders.

“Permitted Security Interest” means (i) Security Interests securing obligations that constitute Permitted Indebtedness, but only to the extent expressly consented to in writing by the Required Holders; (ii) Security Interests arising solely by operation of law in the ordinary course of business and securing obligations that are not overdue for more than thirty (30) days or are being contested in good faith by appropriate proceedings; (iii) Security Interests on cash or Cash Equivalents in connection with customary cash-management, netting, clearing, custody, settlement or deposit account arrangements entered into in the ordinary course of business; (iv) Security Interests securing obligations in respect of taxes, assessments, governmental charges or claims not yet due or which are being contested in good faith by appropriate proceedings; (v) Security Interests securing judgments that do not constitute an Event of Default and are being contested in good faith by appropriate proceedings; (vi) Security Interests arising pursuant to and in accordance with the terms of the Capital One Revolving Facility; and (vii) any other Security Interest approved in writing by the Required Holders.

“Person” means any individual, corporation, partnership, joint venture, association, jointstock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof, or any other entity.

“Place of Payment”, when used with respect to the Securities, means the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified and as contemplated by Sections 3.01 and 10.02.

“Portfolio Investments” means any debt, equity, or other investment held by the Company and/or any of its Subsidiaries (other than cash, cash equivalents, and money market instruments held in the ordinary course of treasury management), including, without limitation: (i) any loan, note, bond, debenture, or other debt instrument; (ii) any share, membership interest, partnership interest, or other equity interest; (iii) any warrant, option, or other right to acquire any of the foregoing; and (iv) any other investment held in the ordinary course of the Company's business as a business development company regulated under the Investment Company Act, in each case, as reflected in the Company’s most recent annual report and quarterly report filed with the Commission prior to the relevant date of determination;

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Qualified Institutional Buyer” has the meaning set forth in Rule 144A under the Exchange Act.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Reference Time” with respect to any determination of the Benchmark means (1) if such Benchmark is Term SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, and (2) if the Benchmark is not based on SOFR, the time determined by the Company in accordance with the Benchmark Replacement Conforming Changes.

“Registered Security” means any Security that is registered in the Security Register.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities means the date specified for that purpose as contemplated by Section 3.01, whether or not a Business Day.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York (the “FRBNY”), or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the FRBNY, or any successor thereto.

“Required Holders” means at any time on or after the date of issuance and sale of the Securities pursuant to this Indenture, the holders of greater than 50% in principal amount of the Securities at the time Outstanding (exclusive of Securities then owned by the Company or, when Investcorp Affiliates have ceased to be the holders of greater than 50% in principal amount of the Securities at the time Outstanding, any of the Company’s Affiliates).

“Repo” means a securities repurchase or resale agreement or reverse repurchase or resale agreement, a securities borrowing agreement, or any agreement relating to securities which is similar in effect to any of the foregoing, and for the purposes of this definition, the term “securities” shall mean any capital stock, share, debenture or other debt or equity instrument, whether issued by any private or public company, any government or agency or instrumentality thereof or any supranational, international or multilateral institution or organization.

“Reset Date” means, with respect to any Security, the last business day of each fiscal quarter, commencing June 30, 2026.

“Responsible Officer”, when used with respect to the Agent, means any officer of the Agent assigned by the Agent to administer its corporate matters and who shall have direct responsibility for the administration of this Indenture.

“Security” or “Securities” has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities delivered under this Indenture.

“Security Interest” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect but, for the avoidance of doubt, excludes any Repo.

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

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company for purposes of GAAP).

“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the FRBNY (or a successor administrator of SOFR).

“SOFR Administrator’s Website” means the website of the FRBNY, currently at http://www.newyorkfed.org, or any successor source.

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities means a date fixed by the Agent pursuant to Section 3.08.

“Specified Transaction” means [***].

“Subsidiary” means (1) any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (4) with respect to the Company, any Person directly or indirectly controlled by the Company. For the purposes of this definition, (a) “voting stock” means stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency, and (b) “control”, when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the term “controlled” shall have the meaning correlative to the foregoing. In addition, for purposes of this definition, ‘Subsidiary’ shall exclude any investments held by the Company in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of the Company and its Subsidiaries.

“Term SOFR” means, for any calculation with respect to a Security for any Floating Interest Period, the TSFR3M Index Screen Rate for the first day of such Floating Interest Period.

“TSFR3M Index Screen Rate” means the TSFR3M Index Screen Rate (as provided by the CME Group Benchmark Administration Limited or any successor administrator or service) as displayed on Bloomberg Financial Markets.

“United States” means the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“United States Person” means any individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States Person under any applicable Treasury regulations), any estate the income of which is subject to United States federal income taxation regardless of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States Persons prior to such date that elect to continue to be treated as United States Persons, will also be United States Persons.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unrestricted Cash” means, as of the date of the relevant determination, the aggregate amount of cash and cash equivalents (including, without limitation, immediately available deposits and money market funds) of the Company and its Subsidiaries, less the aggregate amount of cash and cash equivalents that: (a) are subject to any Security Interest (other than a Permitted Security Interest), escrow, trust, reserve, retention or similar arrangement in favor of any third party (including any lender, counterparty, governmental authority or customer); (b) are subject to legal, contractual or regulatory restrictions (including restriction under applicable law, regulation, court order, agreement or organizational document or restrictions pursuant to the terms of any Existing Indebtedness) on their use for payments pursuant to this Indenture; (c) are required to be maintained for operational, insurance, tax, pension, payroll or similar purposes in the ordinary course of business, as reasonably determined by the Company or the relevant Subsidiary (but excluding, for the avoidance of doubt, any amounts of cash comprising working capital); (d) constitute cash collateral posted in respect of Existing Indebtedness comprising letters of credit, bank guarantees, hedging obligations, performance bonds or similar instruments; (e) may not be repatriated from a particular jurisdiction due to currency controls, restrictions on upstreaming or similar limitations on repatriation (in each case other than customary delays or de minimis restrictions); or (f) represent deferred revenue or other amounts held for the account of third parties.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association or any successor organization recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Voting Stock” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

Section 1.02. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Agent to take any action under any provision of this Indenture, the Company shall furnish to the Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.05) shall include:

Section 1.03. Form of Documents Delivered to Agent.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion as to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate or representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information as to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations as to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Holders.

Section 1.05. Directions and Consents of Required Holders

Section 1.06. Notices, Etc., to Agent and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

Section 1.07. Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Agent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Agent shall constitute a sufficient notification to such Holders for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.08. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.10. Separability Clause.

In case any provision in this Indenture or in any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of laws.

Section 1.13. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security other than a provision in the Securities which specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Maturity; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, or Maturity, as the case may be.

Section 1.14. Submission to Jurisdiction.

The Company hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding arising out of or relating to the Indenture and the Securities, and the Company hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

ARTICLE TWO

SECURITIES FORMS

Section 2.01. Forms of Securities.

The Registered Securities shall be in substantially the form of Exhibit A in accordance with Section 3.01, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or to conform to usage.

Section 2.02. Form of Agent’s Certificate of Authentication.

Subject to Section 6.09, the Agent’s certificate of authentication shall be in substantially the following form:

This is one of the Securities designated therein referred to in the within-mentioned Indenture.

ARTICLE THREE

THE SECURITIES

Section 3.01. Terms of the Securities.

Section 3.02. Benchmark Replacement.

Section 3.03. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer, or any of its Vice Presidents and attested by its Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or electronic (with original manual signature to be sent to the Agent as promptly as practicable thereafter) signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.

Securities bearing the manual or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

Section 3.04. [Reserved.]

Section 3.05. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Office of the Agent or in any office or agency of the Company in a Place of Payment a register of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Agent, at its Corporate Office, is hereby initially appointed “Security Registrar” for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided, and for facilitating exchanges of temporary Securities for permanent Securities, as herein provided. In the event that the Agent shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times.

Upon surrender for registration of transfer of any Registered Security at any office or agency of the Company in a Place of Payment, the Company shall execute, and the Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions.

At the option of the Holder, Registered Securities may be exchanged for other Registered Securities, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Agent shall authenticate and deliver, the Registered Securities that the Holder making the exchange is entitled to receive.

Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Agent shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney or any transfer agent duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or the Agent may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities.

The Company shall not be required (i) to register the transfer of or exchange any Registered Security selected for redemption or (iii) to issue, register the transfer of or exchange any Security that has been surrendered for repayment at the option of the Holder.

Section 3.06. Representations and Warranties

Each Holder (including subsequent transferees) of the Securities (including any beneficial or economic interest therein) will be required to represent, warrant, acknowledge and agree as follows:

Section 3.07. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Agent or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Agent to save each of them or any agent of either of them harmless, the Company shall execute and the Agent shall authenticate and deliver in exchange therefor a new Security and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Agent that such Security has been acquired by a protected purchaser, the Company shall, subject to the following paragraph, execute and upon its request the Agent shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding.

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company, the Paying Agent, or the Security Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Agent, the Paying Agent, or the Security Registrar) connected therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.08. Payment of Interest; Interest Rights Preserved.

Any interest on any Registered Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.

Section 3.09. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Agent and any agent of the Company or the Agent shall treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.05 and 3.08) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Agent nor any agent of the Company or the Agent shall be affected by notice to the contrary.

Section 3.10. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Agent, be delivered to the Agent, and any such Securities surrendered directly to the Agent for any such purpose shall be promptly cancelled by the Agent. The Company may at any time deliver to the Agent for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Agent (or to any other Person for delivery to the Agent) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Agent. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Agent for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities held by the Agent shall be destroyed by the Agent in accordance with its customary procedures, unless by a Company Order the Company directs the Agent to deliver a certificate of such destruction to the Company or to return them to the Company.

Section 3.11. Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Section 3.12. Currency and Manner of Payments in Respect of Securities.

Payment of the principal of (and premium, if any, on) and interest, if any, on any Registered Security will be made in Dollars.

Section 3.13. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Agent shall indicate the respective “CUSIP” numbers of the Securities in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Agent as promptly as practicable in writing of any change in the CUSIP numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture.

Except as set forth below, this Indenture shall upon Company Request cease to be of further effect with respect to Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional Amounts, as provided in Section 10.04), and the Agent, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

and the Company, in the case of (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Agent as trust funds in trust for such purpose, solely for the benefit of the Holders, an amount in Dollars in which the Securities are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Agent for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity or Redemption Date, as the case may be;

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Agent and any predecessor Agent under Section 6.06 and, if money shall have been deposited with the Agent pursuant to subclause (B) of clause (a) of this Section, the obligations of the Agent under Section 4.02 and the last paragraph of Section 10.03 shall survive any termination of this Indenture.

Section 4.02. Application of Trust Funds.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Agent pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Agent may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with or received by the Agent, but such money need not be segregated from other funds except to the extent required by law. In acting under this Indenture and in connection with the Securities, the Paying Agent shall act solely as an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder.

ARTICLE FIVE

REMEDIES

Section 5.01. Events of Default.

“Event of Default”, wherever used herein with respect to Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

The term “Bankruptcy Law” means title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar law. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other similar official under any Bankruptcy Law.

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default under Section 5.01(d) or Section 5.01(e)) with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Agent or the Holders of not less than 50% in principal amount of the Outstanding Securities may (and the Agent shall at the written request of such Holders) declare the principal of all the Securities, together with any applicable redemption premium and all accrued

and unpaid interest, to be due and payable immediately, by a notice in writing to the Company (and to the Agent if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. If an Event of Default under Section 5.01(d) or Section 5.01(e) occurs, the entire principal amount of all the Securities, together with any application redemption premium and all accrued and unpaid interest, will automatically become due and immediately payable.

Any application by the Agent for written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Agent under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Agent shall not be liable for any action taken by, or omission of, the Agent in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or the effective date in the case of an omission), the Agent shall have received written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) in response to such application specifying the action to be taken or omitted.

At any time after such a declaration of acceleration with respect to Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Agent as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Agent, may rescind and annul such declaration and its consequences if:

(b) all Events of Default with respect to Securities, other than the nonpayment of the principal of (or premium, if any) or interest on Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Agent.

The Company covenants that if:

then the Company will, upon demand of the Agent, pay to the Holders of Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, 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 Agent and its agents and counsel, the Paying Agent, and the Security Registrar.

If the Company fails to pay such amounts forthwith upon such demand, the Agent, in its own name, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities occurs and is continuing, the Agent may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Agent shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04. Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Agent (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Company for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

Subject to Article Eight and Section 9.02, nothing herein contained shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Agent to vote in respect of the claim of any Holder of a Security in any such proceeding.

Section 5.05. Agent May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or any of the Securities may be prosecuted and enforced by the Agent without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Agent shall be brought in its own name, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Agent, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

The Agent shall be entitled to participate, in its capacity as Agent, on behalf of (and at the request of) the Holders, as a member of any official committee of creditors in the matters it deems advisable.

Section 5.06. Application of Money Collected.

Any money collected by the Agent pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Agent and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Agent and any predecessor Agent (in its capacity as Agent) under Section 6.06 and any other agent hereunder;

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal (and premium, if any) and interest, if any, in respect of which or for the benefit of which such money has been collected, giving effect to, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities for principal (and premium, if any) and interest, if any, respectively; and

THIRD: To the payment of the remainder, if any, to the Company or any other Person or Persons entitled thereto.

Section 5.07. Limitation on Suits.

No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Sections 3.05 and 3.08) interest, if any, on such Security on the Maturity expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 5.09. Restoration of Rights and Remedies.

If the Agent or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Agent or to such Holder, then and in every such case the Company, the Agent and the Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Agent and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.07, no right or remedy herein conferred upon or reserved to the Agent or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver.

No delay or omission of the Agent or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Agent or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Agent or by the Holders of Securities, as the case may be.

Section 5.12. Control by Holders of Securities.

Subject to Section 6.02, the Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Agent or exercising any trust or power conferred on the Agent with respect to the Securities, provided that

Section 5.13. Waiver of Past Defaults.

Subject to Section 5.02, the Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder with respect to Securities and its consequences, except a default

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.14. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (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 hinder, delay or impede the execution of any power herein granted to the Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE AGENT

Section 6.01. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with respect to the Securities, the Agent shall transmit notice of such Default hereunder known to a Responsible Officer of the Agent, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest on any Security, the Agent shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Agent in good faith determines that the withholding of such notice is in the interest of the Holders of the Securities; and provided further that in the case of any Default or breach of the character specified in Section 5.01(4) with respect to the Securities, no such notice to Holders shall be given until at least 60 days after the occurrence thereof.

Section 6.02. Certain Rights and Duties of Agent.

(a) Prior to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Agent and after the curing or waiving of all such Events of Default with respect to the Securities that may have occurred:

Every provision of this Indenture relating to the conduct of, or affecting the liability of, or affording protection to, the Agent shall be subject to the relevant provisions of this Section 6.02.

The Agent shall not be required to expend or risk its own funds, give any bond or surety in respect of the performance of its powers and duties hereunder, or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Indenture agree that they will provide to the Agent such information as it may request, from time to time, in order for the Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

Section 6.03. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Agent’s certificate of authentication, shall be taken as the statements of the Company, the Agent does not assume any responsibility for their correctness. The Agent makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Agent represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder, subject to the qualifications set forth therein. The Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 6.04. May Hold Securities.

The Agent, any Paying Agent, Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company with the same rights it would have if it were not Agent, Paying Agent, Security Registrar or such other agent.

Section 6.05. Money Held in Trust.

Money held by the Agent in trust hereunder need not be segregated from other funds except to the extent required by law. The Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.06. Compensation and Reimbursement and Indemnification of Agent.

The Company agrees:

As security for the performance of the obligations of the Company under this Section, the Agent shall have a claim prior to the Securities upon all property and funds held or collected by the Agent as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities.

When the Agent incurs expenses or renders services after an Event of Default specified in Section 5.01 occurs, the expenses and compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal, State or analogous foreign law for the relief of debtors.

The provisions of this Section 6.06 shall survive the resignation of the Agent and the satisfaction, termination or discharge of this Indenture.

Section 6.07. Resignation; Appointment of Successor.

Section 6.08. Acceptance of Appointment by Successor.

Section 6.09. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate business of the Agent, shall be the successor of the Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Agent then in office, any successor by

merger, conversion or consolidation to such authenticating Agent may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Agent had itself authenticated such Securities. In case any Securities shall not have been authenticated by such predecessor Agent, any such successor Agent may authenticate and deliver such Securities, in either its own name or that of its predecessor Agent, with the full force and effect which this Indenture provides for the certificate of authentication of the Agent; provided, however, that the right to adopt the certificate of authentication of any predecessor Agent or to authenticate Securities in the name of any predecessor Agent shall apply only to its successor or successors by merger, conversion or consolidation.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY AGENT AND COMPANY

Section 7.01. Company to Furnish Agent Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Agent:

Excluding from any such list names and addresses received by the Agent in its capacity as Security Registrar.

Section 7.02. Preservation of Information; Communications to Holders.

Section 7.03. [Reserved.]

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.

Without the prior written consent of the Required Holders, the Company shall not consolidate with or merge with or into any other Person, or convey or transfer all or substantially all of its properties and assets to any Person, unless:

For the avoidance of doubt, compliance with this Section 8.01 shall not relieve the Company of its obligations to comply with Section 8.03, and any transaction that results in a Change of Control shall also require compliance with Section 8.03.

The consent rights of the Required Holders set forth in this Section 8.01 are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. Such consent rights shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

Section 8.02. Successor Person Substituted.

Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor entity formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and in the event of any such conveyance

or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated.

Section 8.03. Change of Control

Other than with respect to the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction, prior to the commencement of any discussions and/or negotiations by the Company, by any of its Subsidiaries and/or by any Person(s) acting on behalf of the Company and/or any of its Subsidiaries, respectively with respect to a prospective Change of Control Transaction, the Company shall consult with the Required Holders and, acting in good faith, shall take into account their views and recommendations with respect to the commercial rationale, process, strategy and commercial terms proposed with respect to such prospective Change of Control Transaction.

Without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, with respect to a prospective Change of Control Transaction, (i) commence any process to engage, or engage, any third‑party financial, legal, accounting or other professional advisor, or (ii) replace or terminate the engagement of any such advisor so engaged, except that the Company may, without such consent, effect the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction.

With respect to any prospective Change of Control Transaction with respect to which discussions and/or negotiations have commenced in accordance with this Section 8.03 and with respect to the Specified Transaction, the Company shall keep the Required Holders reasonably and promptly informed of the progress of, and of all material developments with respect to, such prospective Change of Control Transaction and shall, acting in good faith, take into account the views and recommendations of the Required Holders in connection therewith.

Without limiting the foregoing, without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, whether directly and/or indirectly, enter into, agree, implement or consummate any Change of Control Transaction.

The rights of the Required Holders set forth in this Section 8.03 (including, without limitation, any rights to consultation, information, input, consent or approval) and the corresponding obligations of the Company, are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. All such rights and obligations shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders of Securities, the Company, when authorized by or pursuant to a Board Resolution, and the Agent, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Agent, for any of the following purposes:

Section 9.02. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Agent, the Company, when authorized by or pursuant to a Board Resolution, and the Agent may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture that affects Securities or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain

Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Section 9.03. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Agent shall be entitled to receive, and shall be fully protected in relying upon, in addition to the documents required by Section 1.02 of this Indenture, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Agent may, but shall not be obligated to, enter into any such supplemental indenture that affects the Agent’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE TEN

COVENANTS

Section 10.01. Payment of Principal, Premium, if any, and Interest.

The Company covenants and agrees for the benefit of the Holders of Securities that it will duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on the Securities in accordance with the terms of Securities and this Indenture. The Company will pay the principal of (and premium, if any, on) and interest, if any, on the Securities by wire transfer of immediately available funds to an account designated by the Holder at least 15 Business Days before the payment is due, on the date when such amount is due and payable. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section.

Section 10.02. Maintenance of Office or Agency.

The Company shall maintain in each Place of Payment for Securities an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities that are convertible or exchangeable may be surrendered for exchange, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give

prompt written notice to the Agent of the location, and any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of Securities or shall fail to furnish the Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Office of the Agent, and the Company hereby appoints the Agent at its Corporate Office as its agent to receive such respective presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities for such purposes. The Company will give prompt written notice to the Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates as a Place of Payment for Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Agent at its Corporate Office in the Borough of Manhattan, The City of New York as its agent to receive all such presentations, surrenders, notices and demands.

Section 10.03. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any Securities, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars, sufficient to pay the principal (and premium, if any) and interest, if any, on Securities so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Agent of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for Securities, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any Securities, deposit with a Paying Agent a sum in Dollars sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum of money to be held in trust for the benefit of the Persons entitled to such principal, premium or interest and (unless such Paying Agent is the Agent) the Company will promptly notify the Agent of its action or failure so to act.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Agent all sums of money held in trust by the Company or such Paying Agent, such sums to be held by the Agent upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Agent, such Paying Agent shall be released from all further liability with respect to such sums.

Section 10.04. Additional Amounts.

The Company shall pay to the Holder of any Security such Additional Amounts as may be required to be paid pursuant to the terms of the Securities.

Unless the context otherwise requires, any reference in this Indenture to the payment of principal of (or premium, if any) or interest on any Security, or to the net proceeds received on the sale or exchange of any Security, shall be deemed to include any Additional Amounts payable in connection therewith, whether or not such Additional Amounts are expressly referred to in the relevant provision.

At least 10 days prior to the first Interest Payment Date with respect to Securities, and at least 10 days prior to each date of payment of principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Company’s principal Paying Agent or Paying Agents, if other than the Agent, with an Officers’ Certificate instructing such Paying Agent or Paying Agents whether such payment of principal, premium or interest on the Securities shall be made to Holders of Securities who are not United States Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that any Paying Agent shall not so receive the above-mentioned certificate, then such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities without withholding or deductions until otherwise advised. The Company covenants to indemnify any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Section 10.05. Statement as to Compliance.

Section 10.06. Section 18(a)(1)(A) of the Investment Company Act.

The Company hereby agrees that for the period of time during which the Securities are Outstanding, the Company will not violate Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Commission.

Section 10.07. Section 18(a)(1)(B) of the Investment Company Act.

The Company hereby agrees that, for the period of time during which the Securities are Outstanding, the Company will not violate Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto giving effect to any no-action relief granted by the Commission to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.

Section 10.08. Commission Reports and Reports to Holders.

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of the Securities and the Agent for the period of time during which the Securities are Outstanding: (i) within 90 days after the end of each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP or IFRS, as applicable.

Section 10.09. Dispositions.

Other than with respect to the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction, prior to the commencement of any discussions and/or negotiations by the Company, by any of its Subsidiaries and/or by any Person(s) acting on behalf of the Company and/or any of its Subsidiaries, respectively, with respect to a prospective Disposal Transaction, the Company shall consult with the Required Holders and, acting in good

faith, shall take into account their views and recommendations with respect to the commercial rationale, process, strategy and commercial terms proposed with respect to such prospective Disposal Transaction.

Without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, with respect to a prospective Disposal Transaction, (i) commence any process to engage, or engage, any third‑party financial, legal, accounting or other professional advisor, or (ii) replace or terminate the engagement of any such advisor so engaged, except that the Company may, without such consent, effect the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction.

With respect to any prospective Disposal Transaction with respect to which discussions and/or negotiations have commenced in accordance with this Section 10.09 and with respect to the Specified Transaction, the Company shall keep the Required Holders reasonably and promptly informed of the progress of, and of all material developments with respect to, such prospective Disposal Transaction and shall, acting in good faith, take into account the views and recommendations of the Required Holders in connection therewith.

Without limiting the foregoing, without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, whether directly and/or indirectly, enter into, agree, implement or consummate any Disposal Transaction, except for Emergency Disposal Transactions.

The Company shall procure that all sales, transfers and other disposals of Portfolio Investments and other assets of the Company and/or any of its Subsidiaries shall be made (a) for Fair Value; (b) on arm’s length terms; and (c) for consideration, not less than 75% of the aggregate amount of which is satisfied in cash at or before the time of completion of such sale, transfer or other disposal, unless otherwise approved in advance in writing by the Required Holders.

The rights of the Required Holders set forth in this Section 10.09 (including, without limitation, any rights to consultation, information, input, consent or approval) and the corresponding obligations of the Company, are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. All such rights and obligations shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

Section 10.10. Affiliate Transactions.

The Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction or arrangement with any Affiliate unless such transaction or arrangement:

Section 10.11. Indebtedness and Security Interests.

Other than with respect to the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction, prior to the commencement of any discussions and/or negotiations by the Company, by any of its Subsidiaries and/or by any Person(s) acting on behalf of the Company and/or any of its Subsidiaries, respectively with respect to a prospective Debt Transaction, the Company shall consult with the Required Holders and, acting in good faith, shall take into account their views and recommendations with respect to the commercial rationale, process, strategy and commercial terms proposed with respect to such prospective Debt Transaction.

Without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, with respect to a prospective Debt Transaction, (i) commence any process to engage, or engage, any third‑party financial, legal, accounting or other professional advisor, or (ii) replace or terminate the engagement of any such advisor so engaged, except that the Company may, without such consent, effect the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction.

With respect to any prospective Debt Transaction with respect to which discussions and/or negotiations have commenced in accordance with this Section 10.11 and with respect to the Specified Transaction, the Company shall keep the Required Holders reasonably and promptly informed of the progress of, and of all material developments with respect to, such prospective Debt Transaction and shall, acting in good faith, take into account the views and recommendations of the Required Holders in connection therewith.

Without limiting the foregoing, without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, whether directly and/or indirectly, enter into, agree, implement or consummate any Debt Transaction.

Without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries shall, guarantee, assume, indemnify or otherwise become liable for any Indebtedness or other obligations of any third party.

If, with respect to any Unrestricted Cash, the Board of Directors (acting reasonably and in good faith) determines that some or all of such Unrestricted Cash should be applied in repaying an amount of the Company’s and/or any of its Subsidiaries’ Indebtedness, then, unless (a) the Company or any member of the Board of Directors is advised by its legal counsel that to do so would breach applicable law or any other binding obligation to which the Company or any

Subsidiary is subject, or (b) any member of the Board of Directors is advised by its legal counsel that to do so would be inconsistent with their fiduciary duties, the amount of such Unrestricted Cash so determined shall be applied in redeeming the Securities (in whole or in part, as applicable) in accordance with Article Eleven.

Without the prior written consent of the Required Holders, and except as expressly permitted pursuant to this Section, the Company shall not, and shall not permit any Subsidiary to, create, incur or permit to exist any Security Interest on any of their property or assets, other than a Permitted Security Interest.

The rights of the Required Holders set forth in this Section 10.11 (including, without limitation, any rights to consultation, information, input, consent or approval) and the corresponding obligations of the Company, are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. All such rights and obligations shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

Section 10.12. Equity Transactions.

Other than with respect to (i) the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction, and (ii) the issuance of Equity Interests pursuant to the DRIP, prior to the commencement of any discussions and/or negotiations by the Company, by any of its Subsidiaries and/or by any Person(s) acting on behalf of the Company and/or any of its Subsidiaries, respectively, with respect to a prospective Equity Transaction, the Company shall consult with the Required Holders and, acting in good faith, shall take into account their views and recommendations with respect to the commercial rationale, process, strategy and commercial terms proposed with respect to such prospective Equity Transaction.

Without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on behalf of the Company and/or any of its Subsidiaries shall, with respect to a prospective Equity Transaction, (i) commence any process to engage, or engage, any third‑party financial, legal, accounting or other professional advisor, or (ii) replace or terminate the engagement of any such advisor so engaged, except that the Company may, without such consent, (a) effect the initial engagement of a single third‑party financial advisor in connection with the Specified Transaction; and (b) engage, replace or terminate advisors in connection with the issuance of Equity Interests pursuant to the DRIP.

With respect to any prospective Equity Transaction with respect to which discussions and/or negotiations have commenced in accordance with this Section 10.12. and with respect to the Specified Transaction, the Company shall keep the Required Holders reasonably and promptly informed of the progress of, and of all material developments with respect to, such prospective Equity Transaction and shall, acting in good faith, take into account the views and recommendations of the Required Holders in connection therewith.

Without limiting the foregoing, without the prior written consent of the Required Holders, the Company shall not, and shall procure that none of its Subsidiaries or any Person(s) acting on

behalf of the Company and/or any of its Subsidiaries shall, whether directly and/or indirectly, enter into, agree, implement or consummate any Equity Transaction.

The Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Required Holders make any distribution, redemption, repurchase or other return of capital in respect of any Equity Interests, other than, in each case, as expressly permitted under Section 10.13.

The rights of the Required Holders set forth in this Section 10.12 (including, without limitation, any rights to consultation, information, input, consent or approval) and the corresponding obligations of the Company, are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. All such rights and obligations shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

Section 10.13. Restricted Payments.

Prior to making any determination to declare and/or pay any dividend or other distribution (whether in cash, in‑kind, scrip or otherwise), the Company shall consult with the Required Holders (or any Required Holder Nominee) and, acting in good faith, shall (a) reasonably consider the commercial rationale for the proposed declaration and/or payment, including, without limitation, whether the proposed declaration and/or payment (and the proposed amount thereof, if applicable) is in the best interests of the Company, notwithstanding any tax implications and/or the implications for the Company’s status as a regulated investment company as a consequence of not making such declaration and/or payment (or not making it in the amount proposed), and (b) take into account the views and recommendations of the Required Holders (or any Required Holder Nominee) prior to declaring and/or paying any such distribution.

Nothing in this Section shall require the Company nor any member of the Board of Directors to act inconsistently with applicable law (including, without limitation, the Investment Company Act) and/or, in the case of each member of the Board of Directors, any of their respective fiduciary duties.

The rights of the Required Holders set forth in this Section 10.13 (including, without limitation, any rights to consultation or input) and the corresponding obligations of the Company, are personal to the Investcorp Affiliates and shall not be transferable to, or exercisable by, any Person that is not an Investcorp Affiliate. All such rights and obligations shall automatically and immediately terminate, without any further action by any party, upon Investcorp Affiliates ceasing to hold, in the aggregate, greater than 50% in principal amount of the then Outstanding Securities.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 11.01. Redemption.

The Company may redeem the Securities, in whole or in part (1) on or prior to July 1, 2028, (a) if Financing or Refinancing Proceeds are used to directly or indirectly redeem the Securities, at a price equal to par plus, except where Required Holders agree to waive such additional amount, an additional amount that would provide Holders with a minimum cash return of not less than 1.09x of the principal amount of the Securities (the “Minimum Return”), provided that, in the event of a partial redemption, the Minimum Return shall apply only with respect to the portion of the Securities redeemed, or (b) if the redemption is not funded from Financing or Refinancing Proceeds, at par, and (2) after July 1, 2028, at par. The Redemption Price pursuant to clause (1)(a) of this Section 11.01 shall equal the difference (but not less than zero) of the (i) Minimum Return less (ii) sum of all cash interest payments received by the Holders through the calculation date (the “Minimum Return Payment”). The Minimum Return Payment will be calculated and is due and payable only upon the earlier of (a) repayment or redemption of the Securities, or (b) the acceleration of the Securities, in each case, on or prior to July 1, 2028.

Section 11.02. Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 1.07, not less than 30 days nor more than 60 days prior to the Redemption Date, to each Holder of Securities, but failure to give such notice in the manner herein provided to the Holder of any Security, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security.

Any notice that is mailed to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice.

All notices of redemption shall state:

A notice of redemption published as contemplated by Section 1.07 need not identify particular Registered Securities to be redeemed. Notice of redemption of Securities to be redeemed shall be given by the Company or, at the Company’s request, by the Agent in the name and at the expense of the Company.

Section 11.03. Deposit of Redemption Price.

On or prior to 10:00 am, New York City time, on the Redemption Date, the Company shall deposit an amount of money in Dollars sufficient to pay each Holder of Securities on the Redemption Date the Redemption Price of, and accrued interest, if any, on, the Securities to be redeemed; provided, however, that to the extent any such funds are received by a Holder of Securities from the Company after 10:00 am, New York City time, on the due date, such funds will be deemed deposited within one Business Day of receipt thereof.

Section 11.04. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in Dollars (together with accrued interest to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that, installments of interest on Registered Securities whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.08.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the rate of interest set forth in such Security.

ARTICLE TWELVE

MEETINGS OF HOLDERS OF SECURITIES

Section 12.01. Purposes for Which Meetings May Be Called.

A meeting of Holders of Securities may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities.

Section 12.02. Call, Notice and Place of Meetings.

Section 12.03. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities, a Person shall be (1) a Holder of one or more Outstanding Securities, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Agent and its counsel and any representatives of the Company and its counsel.

Section 12.04. Quorum; Action.

The Persons entitled to vote a majority in principal amount of the Outstanding Securities shall constitute a quorum for a meeting of Holders of Securities; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be made, given or taken by the Holders of not less than a specified percentage in principal amount of the

Outstanding Securities, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 12.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities which shall constitute a quorum.

Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities; provided, however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities.

Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities, whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this Section 12.04, if any action is to be taken at a meeting of Holders of Securities with respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby:

Section 12.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.

Section 12.06. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and

who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 12.02 and, if applicable, Section 12.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Agent to be preserved by the Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

* * * * *

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. The exchange of copies of this Indenture and delivery of signature pages by facsimile, .pdf transmission, e-mail or other electronic means shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, e-mail or other electronic means shall be deemed to be their original signatures for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the day and year first above written.

EXHIBIT A

FORM OF SECURITIES

INVESTCORP CREDIT MANAGEMENT BDC, INC.

FLOATING RATE SENIOR UNSECURED NOTES DUE 2029 (“NOTE”)

USD $_________________ _______________, 20__

FOR VALUE RECEIVED, INVESTCORP CREDIT MANAGEMENT BDC, INC., a

Maryland corporation (hereinafter referred to as the “Company”) promises to pay to the order of ______________________________ (hereinafter referred to as “Holder”), the principal sum of __________________ and NO/100ths DOLLARS (US$______________) or such lesser amount as may be outstanding from time to time, with interest thereon upon the terms and conditions set forth herein. Capitalized terms used below but not defined herein shall have the meanings assigned to them in the Indenture dated as of March 29, 2026 between the Company and Investcorp Capital PLC as agent (the “Agent”), as may be amended from time to time (the “Indenture”).

The Notes evidenced hereby have not been registered under United States federal or state securities laws or any applicable federal, state or local securities laws of any other jurisdiction and may not be offered for sale, sold, pledged, encumbered or otherwise transferred or assigned for value, directly or indirectly, without registration of such securities under all applicable United States federal and state securities laws, or any applicable federal, state or local securities laws of any other jurisdiction or compliance with an applicable exemption therefrom, such compliance at the option of the Company, to be evidenced by an opinion of Holder’s counsel, in form acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer or assignment. Any Holder that is not a United States Person, agrees for the benefit of the

Company that prior to the end of the 40-day distribution compliance period within the meaning of Regulation S under the Securities Act of 1933, as amended, any offer, sale, pledge, encumbrance or other transfer or assignment of the Notes shall not be made by it to a United States Person or for the account or benefit of a United States Person, within the meaning of Rule 902 of Regulation S.

Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a suit in equity, action at law or other judicial or non-judicial enforcement or administrative proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Note by, among other things, the mutual waivers and certifications in this paragraph.

(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.)

SIGNATURE PAGE

NOTE

IN WITNESS WHEREOF, the Company has executed this Note on the date and year first above written.

Holder’s Acknowledgment

The undersigned Holder has read this Note in its entirety and does hereby accept and agree to the terms and conditions as set forth in such this Note.

EXHIBIT B

FORM OF ELIGIBLE INVESTOR CERTIFICATE

Investcorp Capital PLC, a company established under the laws of the Abu Dhabi Global Market in the United Arab Emirates (the “Agent”)

as Agent

1137 Register 17, 17, Al Maqam Tower, Abu Dhabi Global Market Square Al Maryah Island,

Abu Dhabi, United Arab Emirates

Attention: The Directors

Investcorp Credit Management BDC, Inc. (the “Issuer”)

280 Park Avenue, 39th Floor

New York, NY 10017

Attention: Suhail A. Shaikh

Re: Eligible Investor Certificate to the Indenture, dated as of March 29, 2026, among the Issuer and Agent (the “Indenture”)

Ladies and Gentlemen:

The undersigned is a prospective investor in and transferee of Securities issued under the Indenture. Terms used, but not otherwise defined, herein shall have the meanings set forth in the Indenture.

The undersigned hereby certifies that it is (a) an Accredited Investor, (b) a Qualified Institutional Buyer, is aware that the offer and sale to it may be made in reliance on Rule 144A or another exemption from registration under the Securities Act and is acquiring the Securities for its own account or for the account of an Accredited Investor or Qualified Institutional Buyer, not with a view to, or for offer or sale in connection with, any distribution of Securities in violation of the Securities Act, or (c) not a United States Person.

Submission of this certificate bearing the purchaser’s electronic signature shall constitute effective delivery hereof. This certificate shall be construed in accordance with, and this certificate and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this certificate shall be governed by, the law of the State of New York.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed this _____ day of __________, 20__.