Exhibit 4.1

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ALBION FINANCING 1 S.À R.L. and AGGREKO HOLDINGS INC.,

as Issuers

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Dollar-denominated 7.000% Senior Secured Notes due 2030

Euro-denominated 5.375% Senior Secured Notes due 2030

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INDENTURE

May 21, 2025

GLAS TRUST COMPANY LLC,

as Trustee, Paying Agent, Registrar and Transfer Agent

GLAS TRUST CORPORATION LIMITED,

as Security Agent

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TABLE OF CONTENTS

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EXHIBITS

Exhibit A-1FORM OF DOLLAR NOTE

Exhibit A-2FORM OF EURO NOTE

Exhibit BFORM OF CERTIFICATE OF TRANSFER

Exhibit CFORM OF CERTIFICATE OF EXCHANGE

Exhibit DFORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of May 21, 2025 among ALBION FINANCING 1 S.À R.L., a private limited liability company (société à responsabilité limitée) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B252757 (together with its successors and assigns, the “Luxembourg Issuer”), AGGREKO HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware and an indirect subsidiary of the Parent (as defined herein) (together with its successors and assigns, the “Delaware Issuer,” and together with the Luxembourg Issuer, the “Issuers”), GLAS TRUST COMPANY LLC, as Trustee, Paying Agent, Registrar and Transfer Agent (each as defined herein) and GLAS TRUST CORPORATION LIMITED, as Security Agent (as defined herein).

Each party agrees as follows for the benefit of each other and for the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the Issuers’ Notes (as defined herein). Unless otherwise specified herein, references to the “Notes” in this Indenture include the Initial Notes (as defined herein) and any Additional Notes (as defined herein).

Article I

Definitions and Incorporation by Reference

Section 1.01Definitions.

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

“Accordion Amount” means an amount equal to (a) 100% of Consolidated EBITDA plus (b) the amount which does not cause (i) in respect of Senior Secured Indebtedness, the Consolidated Senior Secured Leverage Ratio to exceed 4.4 to 1.0, and (ii) in respect of any other Indebtedness, the Fixed Charge Coverage Ratio to be less than 2.0 to 1.0.

“Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, or (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary or such acquisition or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Parent or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to sub-paragraph (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to sub-paragraph (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to sub-paragraph (3) of the preceding sentence, on the date of the relevant merger, consolidation or other combination.

“Additional Assets” means:

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Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);

(2)the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or a Restricted Subsidiary; or

(3)Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.

“Additional Dollar Notes” means additional Dollar Notes (other than the Initial Dollar Notes) having identical terms and conditions to the Initial Dollar Notes, except to the extent permitted under Section 2.17, that may be issued from time to time under this Indenture in accordance with the terms hereof, including Sections 2.02, 4.09 and 4.12 hereof. Any Additional Dollar Notes shall be treated with the Initial Dollar Notes as a single class for all purposes under this Indenture, except as otherwise set forth in Section 2.17. Unless the context otherwise requires, all references to Dollar Notes shall include the Initial Dollar Notes and any Additional Dollar Notes.

“Additional Euro Notes” means additional Euro Notes (other than the Initial Euro Notes) having identical terms and conditions to the Initial Euro Notes, except to the extent permitted under Section 2.17, that may be issued from time to time under this Indenture in accordance with the terms hereof, including Sections 2.02, 4.09 and 4.12 hereof. Any Additional Euro Notes shall be treated with the Initial Euro Notes as a single class for all purposes under this Indenture, except as otherwise set forth in Section 2.17. Unless the context otherwise requires, all references to Euro Notes shall include the Initial Euro Notes and any Additional Euro Notes.

“Additional Intercreditor Agreement” means one or more intercreditor agreements or deeds, including a restatement, replacement, amendment or other modification of the Intercreditor Agreement.

“Additional Notes” means any of the Additional Euro Notes or the Additional Dollar Notes or any other additional Notes issued from time to time under this Indenture in accordance with Sections 2.02, 2.17, 4.09 and 4.12 hereof.

“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 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.

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

“Agreed Security Principles” means the agreed security principles as set out in an annex to the Amended and Restated Revolving Facilities Agreement, as applied reasonably and in good faith by the Board of Directors or an Officer of the Parent.

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“Amended and Restated Revolving Facilities Agreement” means the revolving facilities agreement originally dated July 31, 2021, among, inter alios, the Parent, Midco, the guarantors therein, the lenders therein, GLAS USA LLC as agent, and GLAS Trust Corporation Limited as security agent, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time, including the amendment and restatement on May 14, 2025.

“Amended and Restated Senior Term Facilities Agreement” means the credit facility agreement originally dated July 31, 2021, among, inter alios, the Parent, Albion Financing 3 S.à r.l., Albion Financing LLC, the guarantors therein, the lenders therein, GLAS USA LLC as administrative agent and the Security Agent, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time, and as last amended on January 28, 2025.

“Applicable Metric” means any financial covenant or financial ratio or Incurrence-based permission, test, basket or threshold in this Indenture (including any financial definition or component thereof and any financial ratio, test, basket or threshold or permission based on the calculation of Consolidated EBITDA, the Consolidated Senior Secured Leverage Ratio, the Consolidated Leverage Ratio or the Fixed Charge Coverage Ratio), any Default, Event of Default or other relevant breach of this Indenture.

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

“Applicable Reporting Date” means, as at any date of determination, at the Parent’s election (which election the Parent may revoke and re-make at any time and from time to time):

(1)the last day of the most recent fiscal quarter in respect of which a report or financial statements have been delivered under Section 4.03, with such Applicable Metric determined by reference to such report or financial statements, whichever is more recent;

(2)the last day of the most recent fiscal quarter in respect of which internal consolidated financial statements of the Parent (or at the Parent’s election, of a Holding Entity in lieu of those of the Parent) are available, with such Applicable Metric determined by reference to such financial statements; or

(3)the last day of the most recently completed Annual Period (as defined in Section 4.21(h)) for which the Parent and its Restricted Subsidiaries have sufficient available information to be able to determine such Applicable Metric, with such Applicable Metric determined by reference to such available information.

“Applicable Test Date” means the Applicable Transaction Date or, at the Parent’s election (which election the Parent may revoke and re-make at any time and from time to time), the Applicable Reporting Date prior to any Applicable Transaction Date.

“Applicable Transaction” means any Investment, acquisition, disposition, sale, merger, joint venture, consolidation or other business combination transaction, Incurrence, Change of Control, assumption, commitment, issuance, repayment, repurchase or refinancing

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of Indebtedness (including, for the avoidance of doubt, an additional facility under the Amended and Restated Senior Term Facilities Agreement), Disqualified Stock or Preferred Stock and the use of proceeds thereof, any creation of a Lien, any Restricted Payment, any Affiliate Transaction, any designation of a Restricted Subsidiary or Unrestricted Subsidiary, any Asset Disposition or any other transaction for which an Applicable Metric shall be determined; provided that, if any such transaction (the “first transaction”) is being effected in connection with another such transaction (the “second transaction”), the second transaction shall also be an Applicable Transaction with respect to the first transaction.

“Applicable Transaction Date” means, in relation to any Applicable Transaction, at the Parent’s election (which election the Parent may revoke and re-make at any time and from time to time):

(1)the date of any letter, definitive agreement, instrument, put option, scheme of arrangement or similar arrangement in relation to such Applicable Transaction (unilateral, conditional or otherwise);

(2)the date that any commitment, offer, announcement, communication or declaration (unilateral, conditional, or otherwise) with respect to such Applicable Transaction is made or received;

(3)the date that any notice, which may be revocable or conditional, of any repayment, repurchase or refinancing of any relevant Indebtedness is given to the holders of such Indebtedness;

(4)the date of consummation, Incurrence, payment or receipt of payment in respect of the Applicable Transaction;

(5)any other date determined in accordance with this Indenture; or

(6)any other date relevant to the Applicable Transaction determined by the Parent in good faith.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases (other than operating leases entered into in the ordinary course of business), transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Parent or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction; provided that the sale, conveyance or other disposition of all or substantially all the assets of the Parent and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 or Article V and not by Section 4.10. Notwithstanding the preceding provisions of this definition, the following items shall not be deemed to be Asset Dispositions:

(1)a disposition by a Restricted Subsidiary to the Parent or by the Parent or a Restricted Subsidiary to a Restricted Subsidiary;

(2)a disposition of cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;

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(3)a disposition of inventory or other assets in the ordinary course of business;

(4)a disposition of obsolete, damaged, unnecessary, unsuitable, surplus or worn out equipment, inventory or other assets or equipment, inventory or other assets that are no longer useful in the conduct of the business of the Parent and its Restricted Subsidiaries (including the disposal, lapse or abandonment of intellectual property that it is no longer economically practicable to maintain or which is no longer required for the business of the Parent and its Restricted Subsidiaries);

(5)transactions permitted under Article V or a transaction that constitutes a Change of Control;

(6)an issuance of Capital Stock by a Restricted Subsidiary to the Parent or to a Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors of the Parent;

(7)any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value of less than the greater of (a) $44.0 million and (b) 4.0% of Consolidated EBITDA;

(8)any Restricted Payment that is permitted to be made, and is made, under Section 4.07 and the making of any Permitted Payments or Permitted Investments or, solely for purposes of Section 4.10(b), asset disposition, in respect of which (and only to the extent that) the proceeds of which are used to make such Restricted Payments or Permitted Investments;

(9)dispositions in connection with Permitted Liens;

(10)dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements but, for the avoidance of doubt, including dealings with trade debtors with respect to book debts;

(11)the licensing or sub-licensing, leasing or assigning of intellectual property or other general intangibles and licenses, sub-licenses, assignments, leases, subleases or other dispositions of other property (including without limitation equipment or vehicles), in each case, in the ordinary course of business or consistent with industry practices;

(12)foreclosure, condemnation or any similar action with respect to any property or other assets;

(13)the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable;

(14)any disposition of Capital Stock, Indebtedness or other securities or assets of an Unrestricted Subsidiary;

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(15)any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(16)any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind (including any disposition of a loan in connection with a capitalization, forgiveness, waiver, release or other discharge of that loan);

(17)any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Parent or any Restricted Subsidiary to such Person;

(18)any disposition with respect to assets built, owned or otherwise acquired by the Parent or any Restricted Subsidiary (together with any related rights and assets) pursuant to sale and leaseback transactions and sale and hire purchase transactions, asset securitizations and other similar financings;

(19)sales or dispositions of receivables, bills of exchange and/or inventory, together with any related rights and assets, including cash collection accounts, books and records (with or without recourse, and on customary or commercially reasonable terms), or any disposition of the Capital Stock of a Subsidiary, all or substantially all of the assets of which relate to a transaction described below:

(a)in connection with any Qualified Receivables Financing;

(b)in connection with any factoring, sale or discounting transaction (or other receivables based financing arrangements);

(c)in the ordinary course of business; or

(d)any dispositions in connection with the entry into a Capitalized Lease Obligation; and

(20)any disposition of any asset made in order to comply with an order of any agency of state, authority or other regulatory body or any applicable law or regulation; provided that, the proceeds from such disposition shall be applied in accordance with clauses (1), (2), (3), (4) or (5) under Section 4.10(b).

“Associate” means (i) any Person engaged in a Similar Business of which the Parent or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Parent or any Restricted Subsidiary.

“Authority” means The International Stock Exchange Authority Limited.

“Authorized Person” means any person who is designated in writing by the Issuers from time to time to give instructions to the Trustee or an Agent under this Indenture.

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“Bankruptcy Law” means (a) Title 11, United States Bankruptcy Code of 1978, as amended, or any successor thereto, (b) the United Kingdom Insolvency Act 1986 or any other bankruptcy, insolvency, liquidation or similar laws of general application, (c) when it relates to a Luxembourg entity, bankruptcy (faillite) proceedings within the meaning of Articles 437 ff. of the Luxembourg Commercial Code, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), reprieve from payment (sursis de paiement) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code, judicial reorganization (réorganisation judiciaire) within the meaning of the Luxembourg law of 7 August 2023 on the preservation of businesses and the modernization of bankruptcy law or (d) any other law of the United States, Luxembourg, England and Wales, Scotland or any other jurisdiction (or, in each case, any political subdivision thereof) relating to bankruptcy, insolvency, receivership, examinership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Board of Directors” means (1) with respect to the Parent or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision of this Indenture requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in London, United Kingdom, New York, New York, United States, Luxembourg or the Channel Islands are authorized or required by law, regulation or executive order to close; provided, however, that for any payments to be made under this Indenture, such day shall also be a day on which T2 payment system is open for the settlement of payments.

“Capital Stock” of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a finance lease for financial reporting purposes on the basis of the Relevant Accounting Principles as of the Issue Date. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of the Relevant Accounting Principles, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty; provided that any obligations in respect of leases which are of a type that would have been previously categorized as operating leases prior to the adoption of IFRS 16 and any successor standard thereto (or any equivalent under U.S. GAAP, including ASC 842 and any successor standard thereto) shall not be categorized as Capitalized Lease Obligations for the purposes of this Indenture.

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“Cash Equivalents” means:

(1)securities issued or directly and fully Guaranteed or insured by a Permissible Jurisdiction or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition (or, if later, from the relevant date of calculation under this Indenture);

(2)certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances (in each case, including any such deposits made pursuant to any sinking fund established by the Parent or any Restricted Subsidiary) having maturities of not more than one year from the date of acquisition thereof (or, if later, from the relevant date of calculation under this Indenture) issued by any lender to the Parent or a Restricted Subsidiary or by any bank or trust company (a) whose commercial paper is rated at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $500 million;

(3)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above or clause (5) below entered into with any bank meeting the qualifications specified in clause (2) above;

(4)commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof (or, if later, from the relevant date of calculation under this Indenture);

(5)readily marketable direct obligations issued by a Permissible Jurisdiction or any agency or instrumentality thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition (or, if later, from the relevant date of calculation under this Indenture);

(6)Indebtedness or Preferred Stock issued by Persons with a rating of “BBB–” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition (or, if later, from the relevant date of calculation under this Indenture);

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(7)bills of exchange issued in a Permissible Jurisdiction or any agency or instrumentality thereof, in each case, eligible for rediscount at the relevant central bank and accepted by a bank or other financial institution (or any dematerialized equivalent); and

(8)interests in any investment company, money market fund or enhanced high yield fund which invests 95% or more of its assets in cash or in instruments of the type specified in clauses (1) through (7) above.

“Change of Control” means:

(1)the Parent becomes aware that (by way of a report or any other filing pursuant to any regulatory filing, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent; provided that for the purposes of this clause, (x) any holding company whose only material assets relate to ownership of the Capital Stock of the Parent will not itself be considered a “person” or “group”; and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” (as so defined) shall not be included in any Voting Stock of which any such person or group is the “beneficial owner” (as so defined), unless that person or group is not an affiliate of a Permitted Holder and has greater voting power with respect to that Voting Stock than any other Permitted Holder; or

(2)the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all the assets of the Parent and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders;

provided that, in each case, a Change of Control shall not be deemed to have occurred if such Change of Control is also a Specified Change of Control Event.

Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the transactions contemplated by such agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Parent beneficially owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by any other member of such group for purposes of determining whether a Change of Control has occurred and (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another person as a result of its ownership of Voting Stock or other securities of such other Person’s Holding Entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock of such Holding Entity. For purposes of this definition and any related definition to the extent used for purposes of this definition, at any time when 50% or more of the total voting power of

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the Voting Stock of the Parent is directly or indirectly owned by a Holding Entity, all references to the Parent shall be deemed to refer to its ultimate Holding Entity (but excluding any Permitted Holder) that directly or indirectly owns such Voting Stock.

“Clearstream” means Clearstream Banking S.A., or any successor securities clearing agency.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral” means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time, purported to be granted to secure the Notes and the Note Guarantees pursuant to the Transaction Security Documents.

“Commodity Hedging Agreements” means, in respect of a Person, any commodity purchase contract, commodity futures or forward contract, commodities option contract or other similar contract (including commodities derivative agreements or arrangements), to which such Person is a party or a beneficiary.

“Common Depositary” means, with respect to the Notes issued in whole or in part in global form, a depositary common to Euroclear and Clearstream, being initially China Construction Bank (Asia) Corporation Limited, until a successor Common Depositary, if any, shall have become such pursuant to this Indenture, and thereafter “Common Depositary” shall mean or include each Person who is then a Common Depositary hereunder.

“Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus the following:

(1)Consolidated Interest Expense and Receivables Fees;

(2)Consolidated Income Taxes;

(3)consolidated depreciation expense;

(4)consolidated amortization or impairment expense;

(5)any expenses, charges or other costs related to any equity offering (including any Equity Offering and IPO Event), Investment, acquisition (including amounts paid in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such acquisition and are consistent with the customary practice in the industry at the time of such acquisition), disposition, recapitalization or the Incurrence of any Indebtedness permitted by this Indenture (in each case whether or not successful) (including any such fees, expenses or charges related to the Transactions), in each case, as determined in good faith by the Parent;

(6)any minority interest expense (whether paid or not) consisting of income attributable to minority equity interests of third parties in such period or any prior period or any net earnings, income or share of profit of any Associates, associated company or undertaking;

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(7)the amount of (a) management, monitoring, consulting, employment and advisory fees and related expenses paid in such period to the Permitted Holders to the extent permitted by Section 4.11 and (b) any fees and other compensation paid to the members of the board of directors (or the equivalent thereof) of the Parent or any Holding Entity;

(8)other non-cash charges, write-downs or items reducing Consolidated Net Income (excluding any such non-cash charge, write-down or item to the extent it represents an accrual of or reserve for cash charges in any future period) or other items classified by the Parent as extraordinary, exceptional, unusual or nonrecurring items, plus the release of provisions, less other non-cash items of income increasing Consolidated Net Income (other than any non-cash items increasing such Consolidated Net Income pursuant to clauses (1) through (13) inclusive of the definition of Consolidated Net Income and excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period);

(9)any effects of hedging and treasury transactions in respect of actual or anticipated exposures arising in the ordinary course of business of the Parent and its Restricted Subsidiaries; and

(10)the aggregate amount of cash or Cash Equivalents distributed by any Unrestricted Subsidiary during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution.

Wherever used in this Indenture:

(i)Consolidated EBITDA shall be adjusted for pro forma and other adjustments (including, without limitation, the pro forma effects of Sales, Purchases and other adjustments) on the same basis as for calculating the Consolidated Leverage Ratio for the Parent and its Restricted Subsidiaries; and

(ii)Consolidated EBITDA shall be measured for the period of the most recent four consecutive fiscal quarters ending prior to the date for which such internal consolidated financial statements of the Parent are available, for the relevant Applicable Test Date.

“Consolidated Financial Interest Expense” means, for any period (in each case, determined on the basis of the Relevant Accounting Principles), the sum of:

(1)consolidated net interest of the Parent and its Restricted Subsidiaries related to Indebtedness in cash or in kind (including (a) the interest component of Capitalized Lease Obligations, and (b) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness) but not including any Pension Items, amortization of discount, debt issuance costs and premiums, commissions, discounts and other fees and charges owed or paid with respect to financings, or costs associated with Hedging Obligations (other than those described in clause (b) above). Notwithstanding anything to the contrary stated above, but subject to clause (3) below, “Consolidated Financial Interest Expense” shall not include any interest expense relating to interest of any entity that is not the relevant Person, the Parent or a Restricted Subsidiary or any Receivables Fees;

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(2)dividends or other distributions in respect of all Disqualified Stock of the Parent and all Preferred Stock of any Restricted Subsidiary, to the extent held by Persons other than the Parent or a Subsidiary of the Parent; and

(3)any interest on Indebtedness of another Person that is guaranteed by the Parent or any of its Restricted Subsidiaries or secured by a Lien on assets of the Parent or any of its Restricted Subsidiaries.

Consolidated Financial Interest Expense shall be calculated net of any interest income.

“Consolidated Income Taxes” means Taxes or other payments, including deferred Taxes, based on income, profits or capital (including, without limitation, withholding Taxes), trade Taxes and franchise Taxes of any of the Parent and its Restricted Subsidiaries whether or not paid, estimated, accrued or required to be remitted to any Governmental Authority.

“Consolidated Interest Expense” means, for any period (in each case, determined on the basis of the Relevant Accounting Principles), the consolidated interest income/expense of the Parent and its Restricted Subsidiaries, whether paid or accrued, plus or including (without duplication) any interest, costs and charges consisting of:

(1)interest expense attributable to Capitalized Lease Obligations;

(2)amortization of debt discount, debt issuance costs and premium;

(3)non-cash interest expense;

(4)commissions, discounts and other fees and charges owed with respect to financings not included in clause (2) above;

(5)the net payments (if any) of Hedging Agreements (excluding amortization of fees and discounts and unrealized gains and losses, costs associated with Hedging Obligations (including termination payments), foreign currency losses and any Receivables Fees);

(6)dividends on other distributions in respect of all Disqualified Stock of the Parent and all Preferred Stock of any Restricted Subsidiary, to the extent held by Persons other than the Parent or a Subsidiary of the Parent;

(7)the consolidated interest expense that was capitalized during such period;

(8)any interest on Indebtedness of another Person that is guaranteed by the Parent or any of its Restricted Subsidiaries or secured by a Lien on assets of the Parent or any of its Restricted Subsidiaries; and

(9)Pension Items.

“Consolidated Leverage” means the sum of the aggregate outstanding Indebtedness of the Parent and its Restricted Subsidiaries (excluding Hedging Obligations except to the extent provided in clause (c) of Section 4.09(f)), less cash and Cash Equivalents

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held by the Parent or any of its Restricted Subsidiaries, as of the date of determination. In respect of any applicable period, the exchange rate used to calculate Consolidated Leverage may, at the option of the Parent, be (a) the weighted average exchange rate for that period used by the Parent to calculate Consolidated EBITDA (as determined by the Parent); or (b) the relevant prevailing exchange rate at close of business on the last day of that period (as determined by the Parent), provided that, where applicable, any amount of Indebtedness will be stated so as to take into account the hedging effect of any currency hedging entered into in respect of or by reference to that Indebtedness.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (x) the Consolidated Leverage at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Parent are available; provided, however, that for the purposes of calculating Consolidated EBITDA for such period, if, as of such Applicable Test Date or Applicable Reporting Date:

(1)the Parent or any Restricted Subsidiary has closed or disposed of any company, any business or site, or any group of assets constituting an operating unit of a business or site (any such disposition, a “Sale”) or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is such a Sale, Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; provided that if any such Sale constitutes “discontinued operations” in accordance with the Relevant Accounting Principles, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period;

(2)the Parent or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise has acquired any company, any business or site, or any group of assets constituting an operating unit of a business or site, or made a capital investment for the refurbishment of a site (any such Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, as if such Purchase occurred on the first day of such period;

(3)the Parent or any Restricted Subsidiary has made or implemented a Specified Transaction or Group Initiative, including any such Specified Transaction or Group Initiative occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, including anticipated synergies and cost savings, as if such Specified Transaction or Group Initiative occurred and was fully implemented on the first day of such period;

(4)any Person (that became a Restricted Subsidiary or was merged or otherwise combined with or into the Parent or any of its Restricted Subsidiaries since

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the beginning of such period) will have made any Sale, Purchase, Specified Transaction or Group Initiative that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by the Parent or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, including anticipated synergies and cost savings, as if such Sale, Purchase, Specified Transaction or Group Initiative occurred and was fully implemented on the first day of such period; and

(5)since the beginning of such period, a transfer of shares of, or other transaction has occurred or is contractually committed with respect to, the Parent or any Restricted Subsidiary, that constitutes an event that is contemplated by the definition of “Specified Change of Control Event” (any such transaction, a “Specified Change of Control Transaction”), and solely for the purpose of making the determination pursuant to “Specified Change of Control Event,” Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto (including anticipated synergies and expenses and cost savings expected to be obtained from the Specified Change of Control Transaction) as if such Specified Change of Control Transaction (including such synergies and expenses and cost savings) had occurred and was fully implemented on the first day of such period.

All Applicable Metrics described in this definition will be calculated as set forth under Section 4.21.

“Consolidated Net Income” means, for any period, the profit / (loss) for the financial period of the Parent and its Restricted Subsidiaries determined on a consolidated basis on the basis of the Relevant Accounting Principles; provided, however, that there will not be included in such Consolidated Net Income:

(1)subject to the limitations contained in clause (2) below, any profit / (loss) for the financial period of any Person if such Person is not a Restricted Subsidiary, except that the Parent’s equity in the profit / (loss) for the financial period of any such Person will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents (x) actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment and (y) only for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(C)(i)that could have been distributed, as reasonably determined by an Officer of the Parent (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below);

(2)solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(C)(i), any profit/(loss) for the financial period of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to or permitted under the Notes and/or this Indenture, the Amended and Restated Senior Term Facilities Agreement and the Amended and Restated Revolving

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Facilities Agreement and (c) restrictions not prohibited by Section 4.08), except that the Parent’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to a Restricted Subsidiary, to the limitation contained in this clause) even if encumbrances or restrictions to make distributions in cash or Cash Equivalents arise or exist by reason of applicable law or applicable rules, regulation or order;

(3)any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent or any Restricted Subsidiaries (including pursuant to any sale and leaseback transaction or sale and hire purchase transactions) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors or an Officer of the Parent);

(4)any extraordinary, exceptional, unusual, one-off, one-time or nonrecurring loss or charge or expense (including, for the avoidance of doubt, any tax referable to any payments, dividends or other distributions made or declared intra-group) or any charges or reserves in respect of any restructuring, redundancy or severance expense or other costs related to the Transactions, in each case, as determined in good faith by the Board of Directors or an Officer of the Parent;

(5)at the election of the Parent with respect to any quarterly period, the cumulative effect of a change in accounting principles;

(6)any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity-based awards and any non-cash deemed finance charges in respect of any Pension Items or other provisions;

(7)all deferred financing costs written off and premiums paid or other expenses Incurred directly in connection with any early extinguishment of Indebtedness and any net gain or loss from any write-off or forgiveness of Indebtedness, and any provisions in respect of working capital;

(8)any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;

(9)any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

(10)any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Parent or any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary;

(11)any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible

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assets and deferred revenue in component amounts required or permitted by the Relevant Accounting Principles and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof;

(12)any goodwill or other intangible asset impairment, charge, amortization, expense or write-off, including debt issuance costs;

(13)the impact of capitalized, accrued or accreting or pay-in-kind interest or principal on Subordinated Shareholder Funding;

(14)Consolidated Income Taxes to the extent in excess of cash payments made in respect of such Consolidated Income Taxes;

(15)consolidated depreciation expense; and

(16)to the extent covered by insurance and actually reimbursed, or, so long as the Parent has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable insurer in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), losses with respect to business interruption.

“Consolidated Senior Secured Leverage Ratio” means the Consolidated Leverage Ratio, but calculated by excluding all Indebtedness other than Senior Secured Indebtedness.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

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

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facility” means, with respect to the Parent or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including the Amended and

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Restated Revolving Facilities Agreement and the Amended and Restated Senior Term Facilities Agreement or commercial paper facilities and overdraft facilities) with banks, other institutions or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended from time to time (whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or banks or other institutions or investors and whether provided under this Indenture or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee or guarantee agreement and any pledge agreement, debenture and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is a party or beneficiary.

“Custodian” means the Common Depositary, in the case of any Global Note held through Euroclear or Clearstream in the case of the Euro Notes or a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC, in the case of the Dollar Notes.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

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

“Delaware Issuer” means Aggreko Holdings Inc. and its successors and assigns.

“Depositary” means, with respect to any Global Note, the Person specified in Section 2.03 hereof as the Depositary with respect to such Global Note or any successor thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

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“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Parent or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash, Cash Equivalents or Temporary Cash Investments received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 4.10.

“Designated Preference Shares” means, with respect to the Parent or any Holding Entity, Preferred Stock (other than Disqualified Stock) (i) that is issued for cash (other than to the Parent or a Subsidiary of the Parent or an employee stock ownership plan or trust established by the Parent or any such Subsidiary for the benefit of their employees to the extent funded by the Parent or such Subsidiary) and (ii) that is designated as “Designated Preference Shares” pursuant to an Officer’s Certificate of the Parent at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 4.07(a)(C)(ii).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1)matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise;

(2)is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Parent or a Restricted Subsidiary); or

(3)is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the earlier of (i) the Stated Maturity of the Notes or (ii) the date on which there are no Notes outstanding; provided, however, that (x) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (y) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer to repurchase such Capital Stock upon the occurrence of a change of control or asset disposition (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 4.07.

“Dollar Notes” means the Initial Dollar Notes and the Additional Dollar Notes.

“DTC” means The Depository Trust Company or any successor securities clearing agency.

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“Equity Investors” means (i) TDR Capital, funds managed or advised by TDR Capital or any of their respective Affiliates, or any co-investment vehicle managed or advised by TDR Capital, funds managed or advised by TDR Capital or any of their respective Affiliates and (ii) I Squared Capital, funds managed or advised by I Squared Capital or any of their respective Affiliates, or any co-investment vehicle managed or advised by I Squared Capital, funds managed or advised by I Squared Capital or any of their respective Affiliates.

“Equity Offering” means a sale by the IPO Entity of (i) Capital Stock (other than Disqualified Stock) other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions, or (ii) other securities, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through an Excluded Contribution or Excluded Amounts) of, or as Subordinated Shareholder Funding to, the IPO Entity or any of its Restricted Subsidiaries.

“euro” means the single currency of the participating member states of the European Monetary Union.

“Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at any time of determination thereof by the Parent, the amount of euro obtained by converting such currency other than euro involved in such computation into euro at the spot rate for the purchase of euro with the applicable currency other than euro as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Parent) on the date of such determination.

“Euroclear” means Euroclear Bank SA/NV or any successor securities clearing agency.

“Euro Notes” means the Initial Euro Notes and the Additional Euro Notes.

“European Government Obligations” means direct obligation of, or obligations guaranteed by, a country that is a member of the European Monetary Union on the Issue Date (other than Greece, Portugal, Italy or Cyprus), and the payment for which such country pledges its full faith and credit.

“European Monetary Union” means all members of the Economic and Monetary Union of the European Union as of the Issue Date.

“European Union” means all members of the European Union as of the Issue Date.

“Exchange” means The International Stock Exchange and its successors and assigns.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

“Excluded Contribution” means Net Cash Proceeds or property or assets received by the Parent as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or Excluded Amounts) of the Parent after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an

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employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preference Shares or Excluded Amounts) of the Parent, in each case, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Parent.

“fair market value” may be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Parent setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

“Fixed Charge Coverage Ratio” means, for any period, the ratio of:

(a)Consolidated EBITDA; to

(b)Consolidated Financial Interest Expense;

provided that in calculating the Fixed Charge Coverage Ratio or any element thereof for any period, calculations will be made in good faith by the Board of Directors or an Officer of the Parent (including in the case of Sales, Purchases, Specified Transactions or Group Initiatives, any pro forma synergies and expenses and cost savings, including, without limitation, as a result of, or that would result from any such Sale, Purchase, Specified Transaction or Group Initiative, in the good faith judgment of the Board of Directors or an Officer of the Parent (regardless of whether these synergies and expenses and cost savings could then be reflected in pro forma financial statements to the extent prepared)); provided, further, without limiting the application of the previous proviso, that for the purposes of calculating Consolidated EBITDA or Consolidated Financial Interest Expense for such period, if, as of such date of determination:

(1)the Parent or any Restricted Subsidiary has made a Sale or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is such a Sale, (a) Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; provided that if any such Sale constitutes “discontinued operations” in accordance with the Relevant Accounting Principles, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period; and (b) the Consolidated Financial Interest Expense for such period shall be reduced by an amount equal to the Consolidated Financial Interest Expense directly attributable to any Indebtedness of the Parent or of any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Parent and the continuing Restricted Subsidiaries in connection with such Sale for such same period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Financial Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Parent and the continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale);

(2)the Parent or any Restricted Subsidiary (by merger or otherwise) has made a Purchase, including any such Purchase occurring in connection with a

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transaction causing a calculation to be made hereunder, Consolidated EBITDA and Consolidated Financial Interest Expense for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, as if such Purchase occurred on the first day of such period;

(3)the Parent or any Restricted Subsidiary has made or implemented a Specified Transaction or Group Initiative, including any such Specified Transaction or Group Initiative occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA and Consolidated Financial Interest Expense for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, including anticipated synergies and cost savings, as if such Specified Transaction or Group Initiative occurred and was fully implemented on the first day of such period; and

(4)any Person (that became a Restricted Subsidiary or was merged or otherwise combined with or into the Parent or any of its Restricted Subsidiaries since the beginning of such period) will have made any Sale, Purchase, Specified Transaction or Group Initiative that would have required an adjustment pursuant to clauses (1), (2) or (3) above if made by the Parent or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Financial Interest Expense for such period will be calculated after giving pro forma effect thereto on a full run-rate basis, as if such Sale, Purchase, Specified Transaction or Group Initiative occurred and was fully implemented on the first day of such period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness for a period equal to the remaining term of such Indebtedness).

For the purposes of this definition and the definitions of Consolidated EBITDA, Consolidated Financial Interest Expense, Consolidated Income Taxes, Consolidated Interest Expense, Consolidated Leverage Ratio and Consolidated Net Income, to the extent applicable and without duplication, (i) calculations will be as determined in good faith by a responsible financial or accounting officer of the Parent (including in respect of anticipated synergies and expense and cost reductions, and as though the full effect of synergies and expense and cost reductions were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Parent) of any Group Initiatives that have been initiated, implemented or are reasonably expected to occur within the next 24 months following the date of such calculation by the Parent or its Restricted Subsidiaries during the relevant period or in connection with an event specified in clauses (1), (2), (3) or (4) above as though such Group Initiative had been fully implemented on the first day of the relevant period), (ii) in determining the amount of Indebtedness outstanding on any date of determination, pro forma effect shall be given to any Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of Indebtedness as if such transaction had occurred on the first day of the relevant period, (iii) calculations shall also give pro forma effect to any Specified Transaction that has occurred since the beginning of such period but which has not yet been fully reflected in the relevant period (as determined and calculated by a responsible financial or accounting officer of the Parent), (iv) calculations shall exclude any non-recurring costs and other expenses arising

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directly or indirectly as a consequence of any Sale or Purchase or Specified Transaction and/or the implementation of any Group Initiative and (v) “determined on a consolidated basis on the basis of the Relevant Accounting Principles,” “determined on the basis of the Relevant Accounting Principles” and similar provisions shall at the election of the Parent allow for calculation to be made on the basis of presentation of the financial statements provided pursuant to the terms of Section 4.03.

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

“Global Notes” means the Rule 144A Global Notes and the Regulation S Global Notes.

“Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange and any supra-national bodies such as the European Union or the European Central Bank.

“Group” means the Parent and its Restricted Subsidiaries (or the IPO Pushdown Entity and its Restricted Subsidiaries from the Pushdown Date).

“Group Initiative” means any restructuring, changes in operating model, operating expense reduction, operating improvement, cost savings programs, procurement initiatives or, in each case, other similar initiative.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person:

(1)to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means the Parent and any Restricted Subsidiary that Guarantees the Notes.

“Hedging Agreement” means any Interest Rate Agreement, Currency Agreement, Commodity Hedging Agreement or other agreement entered into by the Parent or any of its Subsidiaries to offset, balance or manage risks related to any businesses, services or activities engaged in by the Parent or any of its Subsidiaries or any Associates in the ordinary course.

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“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Hedging Agreement.

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of the common depositary for Euroclear or Clearstream, in the case of the Euro Notes, and Cede & Co., as nominee of DTC, in the case of the Dollar Notes.

“Holding Company” means, in relation to any Person, any Person of which it is a Subsidiary.

“Holding Entity” means any Person of which the Parent at any time is or becomes a Subsidiary after the Issue Date and any holding companies established by any Permitted Holder for purposes of holding its investment in any Holding Entity.

“Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing, and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1)the principal of indebtedness of such Person for borrowed money;

(2)the principal of obligations of such Person evidenced by bonds (other than a performance or advance payment bond or similar instrument), debentures, notes or other similar instruments;

(3)all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence, in each case only to the extent issued by a bank or financial institution and provided that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;

(4)the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), where the deferred payment is arranged primarily as a means of raising finance, which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto (or if the relevant supplier customarily allows a period for payment, if later the date 180 days after the expiry of that period), for the avoidance of doubt, excluding where the payment deferral results from the delayed or non-satisfaction of contract terms by the supplier, from a dispute carried out in good faith or from contract terms establishing payment schedules tied to total or partial contract completion and/or to the results of operational testing procedures and excluding earn-outs and other contingent consideration arrangements);

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(5)Capitalized Lease Obligations of such Person;

(6)the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7)the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Parent) and (b) the amount of such Indebtedness of such other Persons;

(8)Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and

(9)to the extent not otherwise included in this definition, net obligations of such Person under Hedging Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time).

The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amounts of funds borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture, and (other than with respect to letters of credit or Guarantees or Indebtedness specified in clauses (7) or (8) above) shall be (a) in the case of any Indebtedness issued with original issue discount, the amount in respect thereof that would appear on the balance sheet (excluding any notes thereto) of such Person in accordance with the Relevant Accounting Principles and (b) the principal amount of the Indebtedness, in the case of any other Indebtedness. Except as provided under clauses (7) and (8) above, “Indebtedness” of a Person shall not include any Indebtedness of any other Person, regardless of whether it would be deemed under the Relevant Accounting Principles to be consolidated with the Indebtedness of the first Person.

Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:

(i)Subordinated Shareholder Funding;

(ii)any lease, concession or license of property (or guarantee thereof) of a type which would have been previously categorized as an operating lease prior to the adoption of IFRS 16 and any successor standard thereto (or any equivalent under U.S. GAAP, including ASC 842 and any successor standard thereto) or any deposit made in relation thereto;

(iii)any asset retirement obligations;

(iv)any prepayments or deposits or grants received from clients or customers or any Governmental Authority, in each case, in the ordinary course of business;

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(v)any income Tax or other payables or obligations under any Tax Sharing Agreement or obligations under any profit sharing agreement;

(vi)any license, permit or other approval (or guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business;

(vii)Contingent Obligations Incurred in the ordinary course of business and obligations under or in respect of Qualified Receivables Financing;

(viii)trade credit on normal commercial terms;

(ix)in connection with the purchase by the Parent or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter;

(x)for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations or any bonds in relation thereto, Pension Items or similar claims, obligations or contributions or social security or wage Taxes;

(xi)obligations of any Person for the reimbursements of any obligor in relation to any confirming services, reverse factoring services and commercial discount lines in the ordinary course of business; or

(xii)obligations of any Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance, performance bond, advance payment bonds, surety bonds, completion or performance guarantees or similar transactions, to the extent that such letters, bonds, guarantees or similar transactions are not drawn upon or, if and to the extent drawn upon, are honored in accordance with their terms and if to be reimbursed, are reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit or bond.

For the avoidance of doubt, where the amount of Indebtedness falls to be calculated or where the existence (or otherwise) of any Indebtedness is to be established, unless the context requires otherwise (as determined by the Parent in good faith), indebtedness owed by the Parent or any Restricted Subsidiary to the Parent or any other Restricted Subsidiary shall not be taken into account.

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

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“Independent Financial Advisor” means an investment banking or accounting firm or any third party appraiser; provided, however, that such firm or appraiser is not an Affiliate of the Parent.

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

“Initial Dollar Notes” means the $1,400,000,000 aggregate principal amount of 7.000% senior secured notes due 2030 issued under this Indenture on the Issue Date.

“Initial Euro Notes” means the €850,000,000 aggregate principal amount of 5.375% senior secured notes due 2030 issued under this Indenture on the Issue Date.

“Initial Notes” means the Initial Euro Notes and the Initial Dollar Notes.

“Initial Public Offering” means an Equity Offering of common stock or other common equity interests of the IPO Entity following which there is a Public Market and, as a result of which, the shares of common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognized exchange or traded on an internationally recognized market.

“Instructions” means any written notices, written directions or written instructions received by the Trustee or any of the Agents in accordance with the provisions of this Indenture from an Authorized Person or from a person reasonably believed by the Trustee or any of the Agents to be an Authorized Person.

“Intercreditor Agreement” means the intercreditor agreement dated July 31, 2021 among, inter alios, the Luxembourg Issuer, the Delaware Issuer, Topco and the Security Agent, to which the Trustee will accede on the Issue Date, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time.

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is party or a beneficiary.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by a bank deposit (other than a time deposit) and any loans or credit arising as a result of the operation of cash pooling, net balance or similar arrangements) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of the Relevant Accounting Principles; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed

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to be an Investment. If the Parent or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Parent or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed of in an amount determined as provided for in Section 4.07(b) and Section 4.07(d).

For purposes of Section 4.07:

(1)“Investment” will include the portion (proportionate to the Parent’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a re-designation of such Subsidiary as a Restricted Subsidiary, the Parent will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Parent’s “Investment” in such Subsidiary at the time of such re-designation less (b) the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

(2)any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Parent.

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Parent’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment.

“Investment Grade Securities” means:

(1)securities issued or directly and fully guaranteed or insured by a Permissible Jurisdiction or any agency or instrumentality thereof (other than Cash Equivalents);

(2)debt securities or debt instruments with a rating of “A–” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent and its Subsidiaries; and

(3)investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

“Investment Grade Status” shall occur when the Notes receive both of the following:

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(1)a rating of “BBB–” or higher from S&P; and

(2)a rating of “Baa3” or higher from Moody’s;

or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization.

“IPO Entity” means the Parent, any Holding Entity or any Successor Company of the Parent or any Holding Entity.

“IPO Event” means the occurrence of an Initial Public Offering or a Listing.

“I Squared Capital” means I Squared Capital Advisors (US) LLC and its Affiliates and any fund, partnership and/or other entities managed, advised, owned or controlled by it or any of them and their successors and assigns.

“Issue Date” means May 21, 2025.

“Issuers” means, collectively, the Luxembourg Issuer and the Delaware Issuer.

“Lien” means any mortgage, pledge, security interest, encumbrance, standard security, assignation in security, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Listing” means a listing of all or any part of the share capital of the Parent or any Subsidiary of the Parent on any recognized investment exchange (as that term is used in the Financial Services and Markets Act 2000) or any other sale or issue by way of flotation or public offering in relation to the Parent or any such Subsidiary of the Parent in any jurisdiction or country.

“Luxembourg Issuer” means Albion Financing 1 S.à r.l. and its successors and assigns.

“Management Advances” means any loans or advances or other payments made to, or Guarantees with respect to loans or advances or other payments made to, any Management Investors:

(1)(a) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (b) for purposes of funding, directly or indirectly, including through trusts or holding entities, any such person’s purchase of Capital Stock or Subordinated Shareholder Funding (or similar obligations) of the Parent, its Subsidiaries or any Holding Entity;

(2)in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or

(3)not exceeding the greater of $11.0 million and 1.0% of Consolidated EBITDA in the aggregate outstanding at any time.

“Management Investors” means the current, former or future officers, directors, employees and other members of the management of or consultants to any Holding

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Entity, the Parent or any of their respective Subsidiaries, or spouses, family members or relatives thereof, or any trust, partnership or other entity for the benefit of or the beneficial owner of which (directly or indirectly) is any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Parent, any Restricted Subsidiary or any Holding Entity.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

“MEP” means any management equity plan, employee benefit scheme, incentive scheme or other similar or equivalent arrangement implemented or to be implemented.

“MEP Payment” means any payment or transaction which is, or which is to be made, entered into or used directly or indirectly (or to facilitate any such step or payment):

(1)to make payment or loan to a member of any MEP (including payments to members leaving any MEP) or any trust or other person in respect of any MEP, incentive scheme or similar arrangement or pay any costs and expenses properly incurred in the establishing and maintaining of any MEP, incentive scheme or similar arrangement or to facilitate any step or payment relating to any MEP; and/or

(2)for repayment or refinancing of amounts outstanding under any loan made in connection with an MEP, incentive scheme or similar arrangement or capitalization of such loans.

“Midco” means Albion Midco Limited and its successors and assigns.

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1)all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid or

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required to be paid or accrued as a liability under the Relevant Accounting Principles (after taking into account any available tax credits or deductions and any Tax Sharing Agreements), as a consequence of such Asset Disposition;

(2)all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which are required by applicable law to be repaid out of the proceeds from such Asset Disposition;

(3)all distributions and other payments required to be made to minority interest holders (other than any Holding Entity, the Parent or any of their respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4)the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of the Relevant Accounting Principles, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Parent or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock or Subordinated Shareholder Funding, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credits or deductions and any Tax Sharing Agreements).

“Note Documents” means the Notes (including Additional Notes), this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Transaction Security Documents.

“Note Guarantees” means the Parent Guarantee together with the Subsidiary Note Guarantees and, for the avoidance of doubt, includes any Additional Note Guarantee.

“Notes” means any notes issued under this Indenture from time to time. Any Additional Notes shall be treated with the Initial Notes as a single class for all purposes under this Indenture, except as otherwise set forth in Section 2.17. Unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Offering Memorandum” means an offering memorandum dated May 14, 2025 relating to the offering of the Notes.

“Officer” means, with respect to any Person, (1) any member of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person.

“Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.

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“Opinion of Counsel” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Parent or its Subsidiaries.

“Parent” means Albion Holdco Limited and its successors and assigns.

“Parent Expenses” means:

(1)costs (including all professional fees and expenses) Incurred by any Holding Entity in connection with reporting obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Parent or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder;

(2)customary indemnification obligations of any Holding Entity owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Parent and its Subsidiaries;

(3)obligations of any Holding Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Parent and its Subsidiaries;

(4)fees and expenses payable by any Holding Entity;

(5)(a) general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Holding Entity or any Equity Investor or any of its Affiliates related to the ownership or operation of the business of the Parent or any of its Restricted Subsidiaries and Equity Investor or any of its Affiliates (including, without limitation, accounting, legal, corporate reporting, and administrative expenses as well as payments made pursuant to operating partner arrangements or secondment, employment or similar agreements entered into between the Parent and/or any of its Restricted Subsidiaries and/or any Holding Entity and any Equity Investor or any of its Affiliates or any employee thereof) or (b) costs and expenses with respect to any litigation or other dispute relating to the Transactions or the ownership, directly or indirectly, of the Parent by any Holding Entity;

(6)other fees, expenses and costs relating directly or indirectly to activities of the Parent and its Subsidiaries in an amount not to exceed the greater of $11.0 million and 1.0% of Consolidated EBITDA in any fiscal year;

(7)expenses Incurred by any Holding Entity in connection with any Public Offering, IPO Event or other sale of Capital Stock or Indebtedness:

(a)where the net proceeds of such offering or sale are intended to be received by or contributed to the Parent or a Restricted Subsidiary,

(b)in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or

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(c)otherwise on an interim basis prior to completion of such offering so long as any Holding Entity shall cause the amount of such expenses to be repaid to the Parent or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed; and

(8)amounts to enable a Holding Entity of the Parent (or any other company which acts as the host of any MEP, incentive scheme or similar arrangement) to:

(a)pay Taxes, duties or similar amounts;

(b)pay fees, expenses and other costs incurred in acting as, or maintaining its existence as, a holding company of the Parent and its Subsidiaries and/or host of any MEP, incentive scheme or similar arrangement or arising by operation of law or in the ordinary course of administration of its business as a holding company of the Parent and its Subsidiaries (including remuneration payable to employees, directors and officers); and/or

(c)meet substance requirements for Tax purposes.

“Parent Guarantee” means the guarantee of the Notes by the Parent.

“Pari Passu Indebtedness” means Indebtedness of the Issuers or any Guarantor if such Indebtedness or Guarantee, as the case may be, ranks equally in right of payment to the Notes or the Note Guarantees, as the case may be, and which, in each case, is secured by Liens on the Collateral which Liens (or recoveries upon enforcement from such Liens) rank equally with those of the Notes.

“Participant” means, with respect to any Depositary, a Person who is a participant of or has an account with such Depositary.

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

“Pension Items” means any costs, charges or liabilities, including contributions, made in respect of any pension funds or post-retirement benefit schemes, other than administration costs.

“Permissible Jurisdiction” means any state, commonwealth or territory of the United States or the District of Columbia, Canada or any province of Canada, Japan, any member state of the European Union as of the Issue Date, the United Kingdom, Switzerland, Norway, the Channel Islands or any political subdivision, taxing authority, agency or instrumentality of any such state, commonwealth, territory, union, country or member state and also, for the purposes of the definitions of “Cash Equivalents” and “Temporary Cash Investments” only, any jurisdiction in which the Parent or a Restricted Subsidiary does business as of the Issue Date.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents or Temporary Cash Investments between the Parent or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in

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excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 4.10.

“Permitted Collateral Liens” means:

(1)Liens on the Collateral that are (i) “Permitted Liens” or (ii) Liens on bank accounts granted to cash management banks securing cash management obligations;

(2)Liens on the Collateral to secure Indebtedness of the Parent or a Restricted Subsidiary that is permitted to be Incurred under clauses (1), (2) (in the case of (2), to the extent such Guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition of Permitted Collateral Liens), (4)(A) and (4)(C) (if the original Indebtedness was so secured), (5)(i) (covering only the shares and assets of the acquired Person the Indebtedness of which is so secured), (5)(ii), (6), (11), (12) or (14) of Section 4.09(b); provided, however, in the case of Liens on Collateral to secure the Indebtedness of the Parent or a Restricted Subsidiary that is permitted to be Incurred under clause (5)(i) or (5)(ii) of Section 4.09(b) after giving pro forma effect to such transaction, the Consolidated Senior Secured Leverage Ratio of the Parent would have been less than 4.4 to 1.0 or no higher than it was immediately prior to giving effect to the transaction;

(3)Liens on the Collateral securing Indebtedness Incurred under Section 4.09(a); provided that, in the case of this clause (3), after giving pro forma effect to such Incurrence and the use of proceeds therefrom, the Consolidated Senior Secured Leverage Ratio of the Parent would have been less than 4.4 to 1.0; or

(4)Liens on Collateral securing Refinancing Indebtedness in respect of any Indebtedness secured pursuant to the foregoing clauses (1), (2) and (3);

provided that any such Liens securing Indebtedness pursuant to (i) the foregoing clauses (2), (3) or (4) rank equal or junior to Liens on the Collateral securing the Notes after giving effect to any recovery of proceeds under any intercreditor or priority agreement (except that a Lien in favor of Indebtedness Incurred under sub-paragraph (1)(i) and clause (6) of Section 4.09(b) in the context of a full refinancing of the Indebtedness Incurred under Section 4.09(b)(1)(ii) may have super priority to the Holders, as provided in the Intercreditor Agreement subject always to the terms of this Indenture; provided that the original Revolving Facilities (to the extent not fully and finally discharged) has been designated as super priority indebtedness under the Intercreditor Agreement) and (ii) the foregoing clause (4) of this definition, which constitutes Refinancing Indebtedness in respect of Indebtedness Incurred under Section 4.09(a), Section 4.09(b)(5)(i) or Section 4.09(b)(5)(ii), rank equal or junior to the Liens on Collateral securing such Indebtedness being refinanced after giving effect to any recovery of proceeds under any intercreditor or priority agreement; and

(5)Liens on the Collateral that secure Indebtedness on a basis junior to the Notes; provided that the holders of such Indebtedness (or their representative) accede to the Intercreditor Agreement or an Additional Intercreditor Agreement.

To the extent that Indebtedness relating to an instrument or agreement is permitted to be secured by a Permitted Collateral Lien, other associated obligations under

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such instrument or agreement not themselves constituting Indebtedness may also be secured by such Permitted Collateral Lien.

“Permitted Holders” means, collectively, (i) the Equity Investors and any Affiliate or Related Person of any of them, or any co-investor investing with the Equity Investor (provided that any direct or indirect voting rights of any such co-investor in respect of the Parent and its Restricted Subsidiaries are, directly or indirectly, exercisable by the Equity Investor), (ii) any one or more Persons whose beneficial ownership constitutes or results in (x) a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture or (y) a Change of Control that is also a Specified Change of Control, (iii) Senior Management, (iv) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of any Holding Entity or the Parent, acting in such capacity and (v) any “group” (as such term is defined under section 13(d)(3) of the Exchange Act) of which a Permitted Holder (without giving effect to this clause (v)) is a member and where such Permitted Holder is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date) of more than 50% of the Capital Stock of which such group is a “beneficial owner” (as so defined).

“Permitted Investment” means (in each case, by the Parent or any of its Restricted Subsidiaries):

(1)Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Parent or (b) a Person (including the Capital Stock of any such Person) that is engaged in any Similar Business and such Person will, upon the making of such Investment, become a Restricted Subsidiary;

(2)Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into the Parent or a Restricted Subsidiary;

(3)Investments in cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;

(4)Investments in receivables owing to the Parent or any Restricted Subsidiary created or acquired in the ordinary course of business, including without limitation deferred receivables representing work in progress created in the ordinary course of business;

(5)Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)Management Advances and MEP Payments;

(7)Investments received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor;

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(8)Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition, in each case, that was made in compliance with Section 4.10;

(9)Investments in existence on, or made pursuant to contractual commitments in existence on, the Issue Date (or, in the case of any Person which becomes a Restricted Subsidiary after the Issue Date, any Investments in existence on, or to which that Person is contractually committed as at, the date on which it becomes a Restricted Subsidiary);

(10)Hedging Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 4.09;

(11)Investments, the outstanding principal amount of which, taken together with all other Investments made pursuant to this clause (11) and at any time outstanding (measured as of the time of original Investment without giving effect to appreciation or to accretion or capitalization of interest), in an aggregate amount at the time of such Investment not to exceed the greater of $275.0 million and 25.0% of Consolidated EBITDA; provided that, if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.07, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investment” and not this clause;

(12)Investments in negotiable instruments held for collection and pledges or deposits with respect to workers’ compensation, leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.12;

(13)any Investment to the extent made, directly or indirectly, using Capital Stock of the Parent (other than Disqualified Stock) or Subordinated Shareholder Funding or Capital Stock of any Holding Entity as consideration;

(14)any transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) (except those described in clauses (1), (3), (6), (8), (9) and (12) of Section 4.11(b), and Investments in Receivables Subsidiaries;

(15)Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or leases or agreements in respect of vehicles, information technology and other electronic equipment and point of sale equipment or network or related (or similar or replacement) assets or licenses or leases of intellectual property, in each case, in the ordinary course of business;

(16)Guarantees, keepwells and similar arrangements not prohibited by Section 4.09 (including payments made pursuant to or to fund any amount that may be required by any such arrangement);

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(17)Investments in Associates or Unrestricted Subsidiaries in an aggregate amount when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding not to exceed the greater of $275.0 million and 25.0% of Consolidated EBITDA; and

(18)Investments in the Notes and pursuant to the Proceeds Loan Note Agreements.

“Permitted Liens” means, with respect to any Person:

(1)Liens on assets or property of a Restricted Subsidiary that is not an Issuer or a Guarantor securing Indebtedness of any Restricted Subsidiary that is not an Issuer or a Guarantor;

(2)pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested Taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;

(3)Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;

(4)Liens for Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings;

(5)Liens in favor of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Indebtedness for borrowed money) issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(6)encumbrances, ground leases, easements (including reciprocal easement agreements and any Liens arising in connection with any swapping of logistics capabilities), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, utility agreements, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Parent and its Restricted Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties (taken as a whole) or materially impair their use in the operation of the business of the Parent and its Restricted Subsidiaries (taken as a whole);

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(7)Liens securing Hedging Obligations permitted under this Indenture, or over assets or property of any Restricted Subsidiary which is not required to give a Guarantee pursuant to the Agreed Security Principles and which Lien is in favor of obligations under this Indenture;

(8)leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;

(9)Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(10)Liens on assets or property of the Parent or any Restricted Subsidiary for the purpose of securing Indebtedness Incurred to finance or refinance Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and (b) any such Lien may not extend to any assets or property of the Parent or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property or proceeds of such property (including rents), as well as the Capital Stock or assets of any special purpose vehicle that holds no material assets (other than any of the foregoing or those associated with such assets, the financing of such assets, or their deployment);

(11)Liens arising by virtue of any statutory or common law provisions or standard terms and procedures relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a depositary or financial institution or clearing systems (including Euroclear or Clearstream or DTC, as applicable);

(12)Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent and its Restricted Subsidiaries in the ordinary course of business;

(13)Liens existing on, or provided for or required to be granted under written agreements existing on, the Issue Date;

(14)Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Parent or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Parent or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such

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acquisition of such property, other assets or stock); provided further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accessions, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;

(15)Liens on assets or property of the Parent or any Restricted Subsidiary securing Indebtedness or other obligations of the Parent or such Restricted Subsidiary owing to the Parent or a Restricted Subsidiary and Liens in favor of the Parent or any Restricted Subsidiary;

(16)Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder;

(17)any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;

(18)(a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Parent or any Restricted Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;

(19)any Lien, encumbrance or other restriction (including put and call arrangements) with respect to Capital Stock of, or other ownership interests in, any joint venture, minority interest arrangement or similar investment or arrangement (and/or related assets, including shares or other ownership interests in any special purpose vehicle holding any such assets) pursuant to any joint venture, minority interest or other similar agreement;

(20)Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(21)Liens on cash accounts securing Indebtedness Incurred under clause (10)(C) or clause (13) of Section 4.09(b);

(22)(a) Liens on escrowed proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose and (b) Liens

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on cash or government securities set aside for the purpose of defeasing, repaying, repurchasing or retiring Indebtedness;

(23)Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities or pursuant to any derivative or hedging transaction, or liens over cash accounts securing cash pooling arrangements;

(24)Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods or otherwise in connection with any leasing (including sale and leaseback transactions and sale and hire purchase transactions), vendor financing or similar arrangements;

(25)Liens; provided that the aggregate principal amount of Indebtedness (excluding capitalized interest) secured by such Liens in aggregate does not at any one time exceed the greater of $110.0 million and 10% of Consolidated EBITDA at any one time outstanding;

(26)Permitted Collateral Liens;

(27)Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(28)Liens on Receivables Assets Incurred in connection with a Qualified Receivables Financing;

(29)Liens securing Indebtedness permitted to be Incurred pursuant to clause (1)(i) of Section 4.09(b);

(30)any cash collateral arrangement securing the obligations of an ancillary lender, landlord, hedging counterparty or regulator in respect of ancillary facilities, leases, Hedging Obligations or capital, surety or other guarantee requirements under applicable regulations of the Parent or its Restricted Subsidiaries;

(31)any Liens granted in favor of creditors so as to implement a Permitted Reorganization;

(32)any Liens arising under or pursuant to the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) and/or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; and

(33)Liens, including any joint and several liability and/or any netting or set-off arrangement, applicable to Restricted Subsidiaries residing in the Netherlands for Dutch tax purposes arising by operation of law as a result of the existence or establishment of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or Dutch value added tax purposes.

“Permitted Reorganization” means:

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(1)an amalgamation, merger, transfer, consolidation, liquidation, dissolution or corporate reconstruction (each a “Reorganization”) on a solvent basis of a member of the Group to the extent permitted under this Indenture where:

(a)all of the business and assets of that member of the Group remain within the Group (and if that member of the Group was an Issuer or a Guarantor immediately prior to such reorganization being implemented, all of the business and assets of that member are retained by an Issuer or one or more Guarantors);

(b)if it or its assets or the shares in it were subject to the Transaction Security Documents immediately prior to such Reorganization, the Security Agent will enjoy substantially the same or equivalent security over the same assets or, as the case may be, over it or the shares in it (or in each case over the shares of its successor) or, where a member of the Group is being dissolved or liquidated, its assets (after payment of creditors) are passed up to its Holding Company (subject to such Holding Company granting the same or equivalent security over the relevant assets in favor of the Security Agent); and

(c)in the case of an amalgamation, merger or corporate reconstruction, if such member of the Group is an Issuer or a Guarantor, the surviving entity is or becomes an Issuer or a Guarantor to at least the same extent as such first mentioned Issuer or Guarantor immediately prior to the said amalgamation, merger or corporate reconstruction; or

(2)any Reorganization permitted under this Indenture.

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

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

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

“Proceeds Loan Note Agreements” means the loan note agreements to be dated on the Issue Date between the Luxembourg Issuer, as noteholder, and Midco, as issuer, pursuant to which the Luxembourg Issuer will on-lend to Midco the proceeds of the Notes that the Luxembourg Issuer will receive by way of Proceeds Loan Notes issued by Midco to the Luxembourg Issuer.

“Proceeds Loan Notes” means any loan note to be issued by Midco to the Luxembourg Issuer, by way of which the Luxembourg Issuer will on-lend to Midco the proceeds of the Notes that the Luxembourg Issuer will receive, under the terms of the

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Proceeds Loan Note Agreements, and all loans or loan notes directly or indirectly replacing or refinancing such loan notes or a portion thereof.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (1) a public offering registered under the Securities Act or (2) a private placement to institutional and other investors, in each case, that are not Affiliates of the Parent, in accordance with Section 4(a)(2) of and/or Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC for public resale.

“Public Market” means any time after:

(1)an Equity Offering has been consummated; and

(2)at least 20% of the total issued and outstanding ordinary shares or common equity of the IPO Entity has been distributed to investors other than the Permitted Holders or any other direct or indirect shareholders of the Parent as of the Issue Date.

“Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include an offering pursuant to Rule 144A and/or Regulation S under the Securities Act to professional market investors or similar Persons).

“Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

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

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1) the Board of Directors or an Officer of the Parent shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Parent and the Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at fair market value, and (3) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Parent) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Parent or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Indebtedness under a Credit Facility or Indebtedness in respect of the Notes shall not be deemed a Qualified Receivables Financing.

“Receivables Assets” means any assets that are or will be the subject of a Qualified Receivables Financing.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection

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with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Parent or any of its Subsidiaries pursuant to which the Parent or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Parent or any of its Subsidiaries), or (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Parent or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, setoff or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Subsidiary of the Parent (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Parent in which the Parent or any Subsidiary of the Parent makes an Investment and to which the Parent or any Subsidiary of the Parent transfers accounts receivable and/or related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Parent and/or its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Parent (as provided below) as a Receivables Subsidiary and:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Parent or a Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent or a Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Parent or any of its Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)with which neither the Parent nor any Restricted Subsidiary has any contract, agreement, arrangement or understanding other than on terms which the Parent reasonably believes to be no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent; and

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(3)to which neither the Parent nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

In the event of any designation by the Board of Directors of the Parent of a Person as a Receivables Subsidiary, the Parent shall deliver to the Trustee an Officer’s Certificate certifying that such designation complied with or satisfied the foregoing conditions.

“refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness (or unutilized commitment in respect of Indebtedness that could have otherwise been incurred in compliance with this Indenture) existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of the Parent that refinances Indebtedness (or unutilized commitment in respect of Indebtedness) of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness (or unutilized commitment in respect of Indebtedness) of the Parent or a Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

(1)if the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is the same as or later than the final Stated Maturity of the Indebtedness being refinanced or, if shorter, of the Notes;

(2)such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness (or unutilized commitment in respect of Indebtedness) being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and costs, expenses and fees Incurred in connection therewith); and

(3)if the Indebtedness being refinanced is expressly subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness is subordinated to the Notes or the Note Guarantees on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced,

provided, however, that Refinancing Indebtedness shall not include Indebtedness of the Parent or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary and provided, further, that the provisions of clause (3) above would not operate to preclude the refinancing of Indebtedness with Indebtedness that is secured with a super priority status (or other preferential security status) if such security is otherwise permitted pursuant to this Indenture.

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Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment of any such Credit Facility or other Indebtedness.

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

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

“Related Person” with respect to any Equity Investor, means:

(1)any controlling equity holder or Subsidiary of such Person;

(2)in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof;

(3)any trust, corporation, partnership or other Person for which one or more of the Permitted Holders and other Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein; or

(4)in the case of the Equity Investors any investment fund or vehicle managed, sponsored or advised by such Person or any successor thereto, or by any Affiliate of such Person or any such successor.

“Related Taxes” means:

(1)any Taxes including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Holding Entity by virtue of its:

(a)being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Parent or any of the Parent’s Subsidiaries);

(b)issuing or holding Subordinated Shareholder Funding;

(c)being a Holding Entity, directly or indirectly, of the Parent or any of the Parent’s Subsidiaries;

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(d)receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Parent or any of the Parent’s Subsidiaries; or

(e)having made any payment in respect to any of the items for which the Parent is permitted to make payments to any Holding Entity pursuant to Section 4.07; or

(2)if and for so long as the Parent is a member of a group filing a consolidated or combined tax return with any Holding Entity or party to a Tax Sharing Agreement, any consolidated or combined Taxes measured by income for which such Holding Entity is liable up to an amount not to exceed, with respect to such Taxes, the amount of any such Taxes that the Parent and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis if the Parent and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Parent and its Subsidiaries; provided that distributions shall be permitted in respect of the income of an Unrestricted Subsidiary only to the extent such Unrestricted Subsidiary distributed cash for such purpose to the Parent or its Restricted Subsidiaries.

“Relevant Accounting Principles” means, at the election of the Parent, or a Holding Entity in lieu of the Parent, (1) the accounting standards and interpretations adopted by the International Accounting Standard Board (formerly, International Accounting Standards) endorsed from time to time by the European Union or the United Kingdom or any variation thereof (“IFRS”) with which the Parent, its Restricted Subsidiaries or a Holding Entity including its financial statements in lieu of the Parent in reports specified in Section 4.03(a)(1), (2) and (3) are, or may be, required or elect to comply, in each case, if such financial statements are at such time prepared in accordance with such accounting standards and interpretations or (2) generally accepted accounting principles in the United States (“U.S. GAAP”) from time to time if the financial statements of the Parent, its Restricted Subsidiaries or a Holding Entity including its financial statements in lieu of the Parent in reports specified in Section 4.03(a)(1), (2) and (3) are, or may be, required or elect to comply, in each case, if such financial statements are at such time prepared in accordance with such accounting standards and interpretations; provided that (a) all references to codified accounting standards specifically named in this Indenture shall be deemed to include any successor, replacement, amendment or updated accounting standard under the Relevant Accounting Principles and (b) the Relevant Accounting Principles shall not include the policies, rules and regulations of the SEC, the American Institute of Certified Public Accountants, the International Accounting Standards Board or any other applicable regulatory or governing body applicable only to public companies.

For the purpose of making any calculation or determination (including the calculation of any restriction, basket, threshold or permission) under this Indenture, any calculation or determination in this Indenture that requires the application of the Relevant Accounting Principles across multiple quarters need not be calculated or determined using the same accounting standard for each constituent quarter.

If there occurs a change in the Relevant Accounting Principles, and such change would cause a change in the method of calculation of any term or measure used in the Indenture (an “Accounting Change”), then the Parent may elect, from time to time, that such term or measure shall be calculated as if such Accounting Change had not occurred.

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

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

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

“Restricted Subsidiary” means any Subsidiary of the Parent other than an Unrestricted Subsidiary.

“Reversion Date” means, after the Notes have achieved Investment Grade Status, the date, if any, that such Notes shall cease to have such Investment Grade Status.

“Revolving Facilities” means one or more facilities made available under the Amended and Restated Revolving Facilities Agreement.

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

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

“Rule 902” means Rule 902 promulgated under the Securities Act.

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

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

“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

“Security” means a mortgage, charge, pledge, lien, standard security, assignation in security or other security interest securing any obligation of any person, a mandate to create a mortgage or a pledge over business assets or any other agreement or arrangement having a similar effect.

“Security Agent” means GLAS Trust Corporation Limited acting as security agent pursuant to the Intercreditor Agreement or such successor Security Agent or any delegate thereof as may be appointed thereunder or any such security agent, delegate or successor thereof pursuant to an Additional Intercreditor Agreement.

“Senior Indebtedness” means any Indebtedness of the Issuers or any Guarantor that ranks at least pari passu in right of payment with the Notes or the Note Guarantees, as the case may be, and is not secured by a Lien.

“Senior Management” means the officers, directors, and other current or former members of senior management of the Parent or any of its Subsidiaries, who at any

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date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Parent or any Holding Entity.

“Senior Secured Indebtedness” means, with respect to any Person as of any date of determination, any Indebtedness that is Incurred under Section 4.09(a) or Section 4.09(b), in each case, secured by a Lien on the Collateral that is at least pari passu with the Liens securing the Notes after giving effect to any recovery of proceeds under any intercreditor or priority agreement.

“Senior Term Facilities” means the senior term facilities made available under the Amended and Restated Senior Term Facilities Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:

(1)the Parent’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the Total Assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year;

(2)the Parent’s and its Restricted Subsidiaries’ proportionate share of the Total Assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10% of the Total Assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or

(3)the Parent’s and its Restricted Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of the Parent and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

“Similar Business” means (a) any businesses, services or activities engaged in by the Parent or any of its Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Parent or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Specified Change of Control Event” means the occurrence of any event that would constitute a Change of Control pursuant to the definition thereof; provided that the Consolidated Leverage Ratio would have been less than 4.3 to 1.0 immediately prior to the occurrence of such event and immediately thereafter and giving pro forma effect thereto. Notwithstanding the foregoing, only one Specified Change of Control Event shall be permitted under this Indenture after the Issue Date.

“Specified Transaction” means, with respect to any period, any Investment, capital expenditure, disposal, Incurrence of Indebtedness, refinancing, prepayment or repayment of Indebtedness, Restricted Payment, Subsidiary designation, restructuring, other strategic initiative or other action (including, for the avoidance of doubt, the entering into of any new contractual arrangement) of the Parent or any Restricted Subsidiary (including for this purpose any Person that has become a Restricted Subsidiary or was merged or otherwise

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combined with or into the Parent or any Restricted Subsidiary), in each case, that is elected by the Parent to be treated as such.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Parent or any Subsidiary of the Parent which the Board of Directors or an Officer of the Parent has determined in good faith to be customary in a Receivables Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, loan or financial instrument the date specified in such security, loan or financial instrument as the fixed date on which the payment of principal of such security, loan or financial instrument is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means, with respect to any Person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the Notes and any Guarantee pursuant to a written agreement (which, for the avoidance of doubt, will not include the Notes, or any Pari Passu Indebtedness and, for the purposes of this Indenture, Indebtedness shall not be considered subordinated in right of payment solely because it is unsecured, or secured on a junior basis to or entitled to proceeds from security enforcement after, other Indebtedness).

“Subordinated Shareholder Funding” means, collectively, (i) the Parent’s existing preference shares and shareholder loans as of the Issue Date, (ii) any funds provided to the Parent by any Holding Entity, any Affiliate of any Holding Entity or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by a Holding Entity or a Permitted Holder, or (iii) any investment by a Management Investor pursuant to an MEP, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding, in each case:

(1)does not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of the Notes (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of the Parent or any funding meeting the requirements of this definition) or the making of any such payment prior to the date that is six months following the Stated Maturity of the Notes is restricted by the provisions of this Indenture as a “Restricted Payment”;

(2)does not require, prior to the first anniversary of the Stated Maturity of the Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts;

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(3)contains no change of control or similar provisions and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment, in each case, prior to the first anniversary of the Stated Maturity of the Notes;

(4)does not provide for or require any security interest or encumbrance over any asset of the Parent or any of its Subsidiaries; and

(5)pursuant to its terms is fully subordinated and junior in right of payment to the Notes pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding.

“Subsidiary” means, with respect to any Person:

(1)any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or

(2)any partnership, joint venture, limited liability company or similar entity of which:

(a)more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and

(b)such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means a Guarantor other than the Parent.

“Subsidiary Note Guarantee” means the guarantee of the Notes by a Subsidiary Guarantor.

“Successor Company” means, with respect to any Person (other than a Holding Entity), the resulting, surviving or transferee Person and, with respect to a Holding Entity, means a Successor Holding Company.

“Successor Holding Company” means, with respect to a Holding Entity, any other Person of which more than 50% of the total voting power of the Voting Stock, at the time such Holding Entity becomes a Subsidiary of such other Person, is “beneficially owned” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date)) by one or more other Persons that, immediately prior to such Holding Entity becoming a Subsidiary of such other Person, “beneficially owned” more than 50% of the total voting power of the Voting Stock of such Holding Entity.

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“T2” means the trans-European automated real time gross settlement express transfer payment system.

“Tax Sharing Agreement” means any fiscal unity arising under relevant Tax laws, and any Tax sharing or profit and loss pooling, tax loss transfer or other similar or equivalent agreement with customary or arm’s-length terms entered into with any Holding Entity or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture.

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties, assessments and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed or levied by any government or other taxing authority.

“TDR Capital” means TDR Capital LLP and its successors and assigns.

“Temporary Cash Investments” means any of the following:

(1)any investment in:

(a)direct obligations of, or obligations Guaranteed by, (i) any Permissible Jurisdiction, (ii) any country in whose currency funds are being held specifically pending application in the making of an investment or capital expenditure by the Parent or a Restricted Subsidiary in that country with such funds, or (iii) or any agency or instrumentality of any such country or member state; or

(b)direct obligations of any country recognized by the United States of America, France or the United Kingdom rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);

(2)overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof (or, if later, after the date of calculation under this Indenture) issued by:

(a)any lender under the Amended and Restated Revolving Facilities Agreement,

(b)any institution authorized to operate as a bank in any of the countries or member states referred to in clause (1)(a) above, or

(c)any bank or trust company organized under the laws of any such country or member state or any political subdivision thereof,

in each case, having capital and surplus aggregating in excess of $250 million (or the foreign currency equivalent thereof) and whose long-term debt is rated at least “A” by S&P or “A-2” by Moody’s (or, in either case, the equivalent of

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such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment is made;

(3)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or (2) above entered into with a Person meeting the qualifications described in clause (2) above;

(4)Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than the Parent or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);

(5)Investments in securities maturing not more than one year after the date of acquisition issued or fully Guaranteed by any Permissible Jurisdiction or any agency or instrumentality thereof, and rated at least “BBB” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);

(6)bills of exchange issued in any Permissible Jurisdiction, in each case, eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

(7)any money market deposit accounts issued or offered by a commercial bank organized under the laws of a country that is a member of the Organization for Economic Co-operation and Development, in each case, having capital and surplus in excess of $250 million (or the foreign currency equivalent thereof) or whose long term debt is rated at least “A” by S&P or “A2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment is made;

(8)investment funds investing 95% of their assets in securities of the type described in clauses (1) through (7) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution); and

(9)investments in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the U.S. Investment Company Act of 1940, as amended.

“Topco” means Albion Topco Limited and its successors and assigns.

“Total Assets” means the consolidated total assets of the Parent and its Restricted Subsidiaries in accordance with the Relevant Accounting Principles as shown on the most recent balance sheet of such Person.

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“Transaction Security Documents” means the security agreements, pledge agreements, collateral assignments, and any other instrument and document executed and delivered pursuant to this Indenture or otherwise or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by this Indenture.

“Transactions” means (i) the issuance of the Notes, (ii) entering into the Amended and Restated Revolving Facilities Agreement, (iii) entering into the Proceeds Loan Note Agreements and the issuance of the Proceeds Loan Notes in accordance therewith, (iv) the use of proceeds as set forth under “Use of Proceeds” in the Offering Memorandum and (v) the payment of fees and expenses in connection with the foregoing transactions, including the fees and expenses incurred in connection with the offering of the Initial Notes.

“Trust Officer” means, when used with respect to the Trustee, any director, managing director, corporate trust officer, assistant corporate trust officer, secretary, assistant secretary, associate, vice president, assistant vice president, treasurer, assistant treasurer or other officer or assistant officer in the Trust & Agency Services Department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and, in each case, who shall have direct responsibility for the administration of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Uniform Commercial Code” means the New York Uniform Commercial Code.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note substantially in the form of Exhibit A attached hereto that bears the applicable Global Note Legend and that has the “Schedule of Increases, Decreases and Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary therefor or its nominee, representing a series of Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1)Albion Financing LLC and its Subsidiaries from time to time;

(2)Aggreko Eurasia LLC and its Subsidiaries from time to time;

(3)Aggreko Kazakhstan LLP and its Subsidiaries from time to time;

(4)AETS Pledgor 1 LLC and its Subsidiaries from time to time;

(5)AETS_OH_2024_LLC and its Subsidiaries from time to time;

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(6)AETS Old Michigan Solar LLC and its Subsidiaries from time to time;

(7)Community Solar Utica 1, LLC and its Subsidiaries from time to time;

(8)Albion Financing 2 S.à r.l. and its Subsidiaries from time to time;

(9)any Subsidiary of the Parent that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Parent in the manner provided below); and

(10)any Subsidiary of an Unrestricted Subsidiary,

provided, that the Issuers and their respective Successor Companies shall not be an Unrestricted Subsidiary.

The Board of Directors of the Parent may designate any Subsidiary of the Parent (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein, but excluding the Issuers and their respective Successor Companies), to be an Unrestricted Subsidiary only if:

(1)such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent or any other Subsidiary of the Parent which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and

(2)such designation and the Investment of the Parent in such Subsidiary complies with Section 4.07.

In the event of any designation by the Board of Directors of the Parent of a Subsidiary as an Unrestricted Subsidiary, the Parent shall deliver to the Trustee an Officer’s Certificate certifying that such designation complies with the applicable foregoing conditions.

The Board of Directors of the Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (1) no Default or Event of Default would result therefrom and (2)(x) the Parent could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) or (y) the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such designation would not be less than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Parent shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Parent giving effect to such designation or an Officer’s Certificate certifying that such designation complied with or satisfied the foregoing provisions.

“U.S. dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time of determination thereof by the Parent or the Trustee, the amount of U.S. dollars obtained by converting such currency other than U.S. dollars involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable currency other than U.S. dollars as published in The Financial

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Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Board of Directors or an Officer of the Parent) on the date of such determination.

“U.S. Government Obligations” means securities that are (a) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America, for the timely payment of which its full faith and credit is pledged or (b) obligations (or certificates representing an ownership interest in such obligations) of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, rated at least “A-1” by S&P or “P-1” by Moody’s.

“U.S. Person” means a U.S. Person as defined in Rule 902.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.

Section 1.02Other Definitions.

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Section 1.03Rules of Construction. Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with the Relevant Accounting Principles;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

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

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

(g)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and

(h)references to any person “acting reasonably” and correlative expressions shall be construed to mean “acting reasonably in the interests of the Holders and having regard to the duties of the Trustee to the Holders.”

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Article II

The Notes

Section 2.01Form and Dating.

(a)General. The Dollar Notes and the Trustee’s or Authentication Agent’s certificate of authentication with respect thereto will be substantially in the form of Exhibit A-1 hereto. The Euro Notes and the Trustee’s or Authentication Agent’s certificate of authentication with respect thereto will be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Initial Notes will initially be represented by the Global Notes, as defined below. Each Note will be dated the date of its authentication. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes. Dollar Notes issued in global form will be substantially in the form of Exhibit A-1 attached hereto (including the Global Note Legend thereon and the “Schedule of Schedule of Increases, Decreases and Exchanges of Interests in the Global Note” attached thereto). Dollar Notes issued in definitive form will be substantially in the form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Increases, Decreases and Exchanges of Interests in the Global Note” attached thereto). Euro Notes issued in global form will be substantially in the form of Exhibit A-2 attached hereto (including the Global Note Legend thereon and the “Schedule of Schedule of Increases, Decreases and Exchanges of Interests in the Global Note” attached thereto). Euro Notes issued in definitive form will be substantially in the form of Exhibit A-2 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Increases, Decreases and Exchanges of Interests in the Global Note” attached thereto).

Each Global Note will represent outstanding Notes of each such series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian therefor, at the direction of the Trustee, in accordance with Section 2.06 hereof.

(c)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream.

(d)Applicable Depositary Procedures. With respect to any transfer or exchange of or for beneficial interests in any Global Note that are held by participants

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through DTC, the rules and procedures of the Depositary will be applicable to such transfer or exchange.

Section 2.02Execution and Authentication. An Officer must sign the Notes for the Issuers by manual or facsimile signature.

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

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

On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate the Initial Notes in an aggregate principal amount of €850,000,000 of Euro Notes and an aggregate principal amount of $1,400,000,000 of Dollar Notes. Upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (or the Authentication Agent) shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Authentication Order are based.

The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Issuers to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an Authentication Agent may authenticate Notes whenever the Trustee may do so. The Issuers confirm this appointment as acceptable to them. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03Registrar, Paying Agent and Transfer Agent. The Issuers shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), including a Paying Agent in the City of London, for so long as the Notes are held in registered form. The Issuers shall also maintain one or more Registrars and a transfer agent (the “Transfer Agent”). The Registrar, acting as agent of the Issuers solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent, Registrar or

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Transfer Agent without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. The Issuers or any of their Subsidiaries, acting as agent of the Issuers solely for this purpose, may act as Paying Agent or Registrar.

The Issuers initially appoint Euroclear and Clearstream to act as a Depositary with respect to the Global Notes, in the case of the Euro Notes. China Construction Bank (Asia) Corporation Limited will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream, in the case of the Euro Notes. The Issuers initially appoint DTC to act as Depositary with respect to the Global Notes, in the case of the Dollar Notes. The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC, in the case of the Dollar Notes.

The Issuers initially appoint GLAS Trust Company LLC to act as the Paying Agent and to act as Custodian with respect to the Global Notes, and to act as the Registrar and Transfer Agent. GLAS Trust Company LLC hereby accepts such appointments.

Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Register”) at its office (or electronically) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled.

The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent.

Upon notice to the Trustee, the Issuers may change any Agent. For so long as the Notes are listed on the Official List of the Exchange, and if and to the extent that the rules of the Authority so require, the Issuers shall notify the Authority of any change of any Agent.

Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent.

The obligations of the Agents are several and not joint.

Section 2.04Paying Agent to Hold Money. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such

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payment. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. If any of the Issuers or any of the Issuers’ Subsidiaries acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon payment over to the Trustee, the Paying Agent will have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to the Issuers, GLAS Trust Company LLC will serve as Paying Agent of the Trustee for the Notes. The Issuers shall, no later than 10:00 a.m. New York time, in the case of the Dollar Notes and 10:00 a.m. London time, in the case of the Euro Notes, on the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms to the Paying Agent the payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment.

Section 2.05Holder Lists. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Neither the Trustee nor any of the Agents will have any responsibility or be liable for any aspect of the records in relation to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the applicable Depositary to a nominee of the applicable Depositary, by a nominee of the applicable Depositary to the applicable Depositary or to another nominee of the applicable Depositary, or by the applicable Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a series will be exchanged by the Issuers for Definitive Notes if:

(1)in the case of any Global Note, the Issuers deliver to the Trustee notice from Euroclear and Clearstream or DTC (as applicable) that they are unwilling or unable to continue to act as clearing agencies and a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; or

(2)in the case of any Global Note, there has occurred and is continuing an Event of Default with respect to such Global Note and the Participant who owns a book entry interest in such Global Note so requests in writing.

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Upon the occurrence of any of the events listed in the preceding clause of this Section 2.06(a), the Issuers shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes of the series and in an aggregate principal amount equal to the principal amount of the applicable Global Note tendered in exchange therefor. The Issuers shall, at the cost of the Issuers (but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the relevant event. The Trustee or the Registrar shall, at the cost of the Issuers, deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Definitive Notes issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.06(a) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its Participants or Indirect Participants or otherwise, shall instruct the Trustee. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, notable, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (e) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the applicable Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either clauses (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person prior to the expiration of the 40 day “Distribution Compliance Period” under Regulation S, unless such person is a “Distributor” as defined in Rule 902. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar or the Transfer Agent both (i) a written order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing the applicable Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be

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transferred or exchanged, and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.

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

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof;

and, in each such case, if the Registrar or Transfer Agent so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar or the Transfer Agent (as applicable) to the effect

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that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes. If any one of the events listed in clause (1) or (2) of Section 2.06(a) has occurred or the Issuers have elected pursuant to Section 2.06(a) to cause the issuance of Definitive Notes, transfers or exchanges of beneficial interests in a Global Note for a Definitive Note shall be effected, subject to the satisfaction of the conditions set forth in the applicable clauses of this Section 2.06(c).

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar or the Transfer Agent (copied to the Trustee) of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and, upon receipt of an Authentication Order, the

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Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only:

(A)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

(B)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(C)if the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof,

and, in each such case set forth in this clause (C), if the Registrar or the Transfer Agent so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar or the Transfer Agent (as applicable) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer

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

(3)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the applicable Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar or the Transfer Agent (copied to the Trustee) of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set

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

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the appropriate 144A Global Note, in the case of clause (C) above, the appropriate Regulation S Global Note, and in the case of clause (D) above, the appropriate Restricted Global Note or the appropriate Regulation S Global Note, as applicable.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only:

(A)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

(B)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(C)the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(i)if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof,

and, in each such case set forth in this clause (C), if the Registrar or the Transfer Agent so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar or the Transfer Agent (as applicable) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the relevant Unrestricted Global Note.

If any such exchange or transfer from an Unrestricted Definitive Note to a beneficial interest is effected pursuant to this clause (3) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar or the Transfer Agent (as applicable) and duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Definitive Note if the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(A)if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

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

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then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar or the Transfer Agent (copied to the Trustee) receives the following:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B)if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof,

and, in each such case, if the Registrar or the Transfer Agent so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar or the Transfer Agent (as applicable) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)[Intentionally Omitted].

(g)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by sub-paragraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY

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STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR, IF LATER, THE ISSUE DATE OF ANY ADDITIONAL NOTES) AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE DATE WHEN THE SECURITIES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S AND THE DATE OF THE COMPLETION OF THE DISTRIBUTION (OR, IF LATER, THE ISSUE DATE OF ANY ADDITIONAL NOTES)] ONLY (A) TO THE ISSUER OR THE GUARANTORS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS

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PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

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

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE [[COMMON] DEPOSITARY] TO A NOMINEE OF THE [[COMMON] DEPOSITARY] OR BY A NOMINEE OF THE [[COMMON] DEPOSITARY] TO THE [[COMMON] DEPOSITARY] OR ANOTHER NOMINEE OF THE [[COMMON] DEPOSITARY] OR BY THE [[COMMON] DEPOSITARY] OR ANY SUCH NOMINEE TO A SUCCESSOR [[COMMON] DEPOSITARY] OR A NOMINEE OF SUCH SUCCESSOR [[COMMON] DEPOSITARY]. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE [[COMMON] DEPOSITARY] TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND

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ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE [[COMMON] DEPOSITARY] OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE [[COMMON] DEPOSITARY] (AND ANY PAYMENT IS MADE TO THE [[COMMON] DEPOSITARY] OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE [[COMMON] DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE [[COMMON] DEPOSITARY], HAS AN INTEREST HEREIN.

(3)OID Legend. If a Note is issued with original issue discount for U.S. federal income tax purposes, the applicable Global Note or Definitive Note, as the case may be, will bear a legend in substantially the following form:

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE ISSUERS AT LOMONDGATE, STIRLING ROAD, DUMBARTON, G82 3RG, SCOTLAND, ATTENTION: GRAEME EARLE, EMAIL: COMPANY.SECRETARIAL@AGGREKO.COM.

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Paying Agent or Registrar in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order or at the Registrar’s request.

(2)No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon

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

(3)No Transfer Agent or Registrar will be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)The Issuers shall not be required to register the transfer or exchange of any Definitive Notes:

(A)for a period of 15 days prior to any date fixed for the redemption of such Notes;

(B)for a period of 15 days immediately prior to the date fixed for selection of such Notes to be redeemed in part;

(C)for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Notes;

(D)which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer; or

(E)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

The Issuers, the Trustee, the Paying Agent, the Registrar and the Transfer Agent will be entitled to treat the Holder as the owner of it for all purposes.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

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

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar or the Transfer Agent (as applicable) pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or email.

Section 2.07Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Issuers or the Trustee receives evidence to its satisfaction of the

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destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers, the Trustee and the Agents may charge for its expenses in replacing a Note.

If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense Incurred by the Issuers, the Trustee, any Agent and any authenticating agent in connection therewith.

Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Note is an obligation of the Issuers and shall be entitled to all the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; provided, however, that in determining whether the Holders of the required aggregate principal amount of the Notes have concurred in any direction, waiver or consent, any Notes owned by the Issuers or by any Person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Issuers will be disregarded and deemed not to be outstanding (save as provided in Section 4.15(i)).

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuers.

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

If the Paying Agent holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on which

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such consent is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuers.

Section 2.09Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Trust Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate, temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee (or the Authentication Agent) shall authenticate Definitive Notes in exchange for temporary Notes.

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

Section 2.11Cancellation. The Issuers at any time may deliver Notes to the Paying Agent for cancellation. The Registrar and Trustee shall forward to the Paying Agent any Notes surrendered to them for registration of transfer, exchange or payment. The Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner unless the Issuers direct the Paying Agent to deliver canceled Notes to the Issuers. The Issuers may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Paying Agent for cancellation.

Section 2.12Defaulted Interest. If the Issuers default in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date and payment date in a manner satisfactory to the Trustee; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 10 days before the special record date, the Issuers shall email or otherwise transmit or cause to be emailed or otherwise transmitted to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13[Intentionally Omitted].

Section 2.14Additional Amounts.

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(a)All payments made by or on behalf of the Issuers or Successor Companies under or with respect to the Notes, or any Guarantor (each of the Issuers, Successor Companies and Guarantors, a “Payor”) with respect to any Note Guarantee, will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1)the Grand Duchy of Luxembourg or any political subdivision or Governmental Authority thereof or therein having power to tax;

(2)any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) from or through which payment on any such Note or Note Guarantee is made by or on behalf of the Issuers, Successor Companies, Guarantors or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or

(3)any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which the Payor is incorporated or organized, engaged in business for tax purposes, resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”),

will at any time be required from any payments made with respect to any Note or Note Guarantee, including payments of principal, purchase or redemption price, premium, if any, or interest, the Payor shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received in respect of such payments on any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1)any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, but not limited to, being a citizen or resident or national or domiciliary of, or the existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note or Note Guarantee, the enforcement of rights under a Note or Note Guarantee or the receipt of any payment in respect thereof;

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(2)any Taxes that are imposed, withheld or deducted by reason of the failure by the Holder or the beneficial owner of the Note to comply with a written request of the Payor addressed to the Holder or the beneficial owner, after reasonable notice, to provide certification, information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any certification, identification, information or other reporting requirement relating to such matters, required by applicable law, regulation, treaty or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the rate of all or part of such Tax; provided in each case the Holder or beneficial owner is legally eligible to do so;

(3)any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to the Notes or any Note Guarantee;

(4)any Taxes imposed, withheld or deducted under the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021);

(5)any estate, inheritance, gift, value added, sales, transfer, personal property or similar Taxes;

(6)any Taxes imposed with respect to any withholding or deduction that is imposed in connection with Sections 1471-1474 of the Code and U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA or any non-U.S. law, regulation or guidance enacted or issued with respect thereto;

(7)any Taxes which would not have been imposed if the Holder had presented the Note for payment (where presentation is permitted or required for payment) within 30 days after the relevant payment was first made available for payment to the Holder (except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period);

(8)any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

(9)any Taxes imposed by the Luxembourg law dated 23 December 2005 introducing a withholding tax on certain savings income (loi du 23 décembre 2005 portant introduction d’une retenue à la source libératoire sur certains intérêts produits par l’épargne mobilière, the “Relibi Law”), as amended from time to time; or

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(10)any combination of the above.

(b)The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Payor, and if so obtained by the Payor shall provide such certified copies to the Trustee. If so obtained, such copies shall be made available to the Holders upon request. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 or €1,000 principal amount of the Notes, as the case may be.

(c)If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee and Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee and Paying Agent shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary.

(d)Wherever in this Indenture or the Note Guarantees there are mentioned, in any context:

(1)the payment of principal;

(2)purchase or redemption prices in connection with a purchase or redemption of Notes;

(3)interest; or

(4)any other amount payable on or with respect to any of the Notes or Note Guarantees,

such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.14 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(e)The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, any Note Guarantee, this Indenture, the Proceeds Loan Notes, the Proceeds Loan Note Agreements, the Transaction Security Documents or any other document or

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instrument in relation thereto (other than a transfer or exchange of the Notes) excluding (i) any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction, (ii) any Taxes, charges or similar levies payable in respect of any assignment or transfer by a Holder (as the case may be) of the aforementioned documents and (iii) any Luxembourg registration duties (droits d’enregistrement) payable in the case of registration, or any other action, of the aforementioned documents by a Holder (as the case may be) with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg when it is or was not required to enforce the rights of that Holder under the aforementioned documents.

(f)The foregoing obligations of this Section 2.14 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuers or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Section 2.15Currency Indemnity.

(a)The currency in which any series of Notes hereunder is issued (the “Relevant Currency”) is the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with such series of Notes and the relevant Guarantees, as the case may be, including damages. Any amount received or recovered in a currency other than the Relevant Currency, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of an Issuer, any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuers or a Guarantor will only constitute a discharge to the Issuers or such Guarantor, as applicable, to the extent of the Relevant Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

(b)If that Relevant Currency amount is less than the Relevant Currency amount expressed to be due to the recipient or the Trustee under any series of Notes, the Issuers and the Guarantors shall indemnify them against any loss sustained by such recipient or the Trustee as a result. In any event, the Issuers and the Guarantors shall indemnify the recipient or the Trustee on a joint and several basis against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder or the Trustee to certify in a manner reasonably satisfactory to the Issuers (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuers’ and the Guarantors’ other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee.

(c)Except as otherwise specifically set forth herein, for purposes of determining compliance with any U.S. dollar-denominated restriction herein, the U.S. dollar Equivalent amount for purposes hereof that is denominated in a currency other than U.S. dollar shall be calculated based on the relevant currency exchange rate in

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effect on the date such non-U.S. dollar amount is Incurred or made, as the case may be.

Section 2.16Deposit of Moneys. No later than 10:00 a.m. New York time, in the case of the Dollar Notes and 10:00 a.m. London time, in the case of the Euro Notes, on each due date of the principal of, interest and premium (if any) on any Note and the Stated Maturity date of the Notes, the Issuers shall deposit with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such day or date, as the case may be, in a timely manner which permits the Trustee or Paying Agent to remit payment to the Holders on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.16 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. The Issuers shall promptly notify the Trustee and the Paying Agent of its failure to so act.

Section 2.17Additional Notes.

(a)The Issuers shall be entitled, subject to their compliance with this Indenture, including Sections 2.02, 4.09 and 4.12, to issue Additional Notes under this Indenture in an unlimited principal amount which shall be subject to the provisions of this Indenture, except as otherwise specified in or consequent on the terms as set forth in the Officer’s Certificate referenced in clause (b) of this Section 2.17.

(b)With respect to any Additional Notes, the Issuers shall set forth in an Officer’s Certificate, a copy of each which shall be delivered to the Trustee and the Paying Agent, the following information:

(1)the title of such Additional Notes;

(2)the aggregate principal amount of such Additional Notes;

(3)the date or dates on which such Additional Notes will be issued;

(4)the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;

(5)the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;

(6)the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;

(7)the denominations in which such Additional Notes shall be issued and redeemed;

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(8)the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes; and

(9)the date or dates on which such Additional Notes shall mature.

(c)Unless the context otherwise requires, for all purposes of this Indenture, references to (i) “Notes” shall be deemed to include references to the Notes initially issued on the Issue Date as well as any Additional Notes, (ii) “Additional Notes” shall be deemed to include references to Additional Euro Notes, Additional Dollar Notes and any other Additional Notes issued under this Indenture, (iii) “Euro Notes” shall be deemed to include references to the Euro Notes initially issued on the Issue Date as well as any Additional Euro Notes and (iv) “Dollar Notes” shall be deemed to include references to the Dollar Notes initially issued on the Issue Date as well as any Additional Dollar Notes. Additional Notes shall be treated, along with all other Notes, as a single class for the purposes of this Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series. For all purposes other than U.S. federal income tax purposes, Additional Notes shall be deemed to form one series with any Notes previously issued if they have terms substantially identical in all material respects to such other Notes. In the event that any Additional Notes are not fungible with any Notes previously issued for U.S. federal income tax purposes, such non-fungible Additional Notes shall be issued with a separate ISIN, Common Code, CUSIP or other securities identification number, as applicable, so that they are distinguishable from such previously issued Notes.

Section 2.18Agents.

(a)Actions of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several.

(b)Agents of Trustee. The Issuers and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuers and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notice from the Trustee, the Agents shall be the agents of the Issuers and need have no concern for the interests of the Holders.

(c)Funds held by Agents. The Agents will hold all funds as banker in the ordinary course of business and without accounting for profits and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

(d)Notice by Agents. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Issuers will have been met upon delivery of the notice to Euroclear and/or Clearstream or DTC, as applicable.

(e)Instructions. In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers or other party entitled to give the Agents instructions under this Indenture by

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written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 2.18, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.

(f)No Duty. No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuers.

(g)Mechanical Nature. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents.

(h)Reimbursement. The Agents shall have no obligation to act or take any action if they believe they will incur costs for which they will not be reimbursed.

(i)No Payment. No Agent shall be required to make any payment under this Indenture unless and until it has received the full amount to be paid in accordance with the terms of this Indenture. To the extent that an Agent has made an authorized payment for which it did not receive the full amount, the Issuers will reimburse the Agent the full amount of any shortfall.

(j)Mutual Undertaking Regarding Information Reporting and Collection Obligations. Each party shall, within ten Business Days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Section 2.18(j) to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Section 2.18(j), “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.

(k)Agent Right to Withhold. Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the

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Issuers the amount so deducted or withheld, in which case, the Issuers shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA withholding and Relibi Law withholding are deductions or withholdings which are deemed to be required by Applicable Law for the purposes of this Section 2.18(k).

(l)Issuer Right to Redirect. In the event that the Issuers determine in their sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuers will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, FATCA withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Section 2.18(l).

Definitions for purposes of this Section 2.18 only:

“Applicable Law” means any law or regulation.

“Authority” means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Tax” means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

Article III

Redemption and Prepayment

Section 3.01Notices to Trustee. If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of paragraph 5 of the applicable Note, it must furnish to the Trustee an Officer’s Certificate at least three Business Days (or such shorter period as agreed by the Trustee in its sole discretion) prior to the date the notice of redemption is given setting forth:

(a)the section of this Indenture or the Notes pursuant to which the redemption shall occur;

(b)the record date for the redemption and the redemption date;

(c)the principal amount, including make-whole premium, if any, of Notes to be redeemed; and

(d)the redemption price.

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Section 3.02Selection of Notes to be Redeemed or Purchased. If less than all the Notes are to be redeemed or purchased in an offer to purchase at any time, the Paying Agent or the Registrar will select the Notes for redemption or purchase as follows:

(a)if the applicable Notes are listed on any securities exchange (including the Exchange), in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed, as certified to the Paying Agent or the Registrar by the Issuers and, in the case of the Dollar Notes, the Notes for redemption will be selected on a pro rata pass-through distribution of principal basis in compliance with the requirements of DTC, and, in the case of the Euro Notes, on a proportionate basis by use of pool factor (with adjustments to prevent fractions), or on such other basis as deemed fair and appropriate in compliance with the requirements of Euroclear and/or Clearstream and/or DTC, as applicable; or

(b)if the applicable Notes are not so listed, or such exchange prescribes no method of selection and the Notes are not held through Euroclear and/or Clearstream and/or DTC, as applicable, or Euroclear and/or Clearstream and/or DTC, as applicable, prescribes no method of selection, on a pro rata basis or by use of a pool factor;

provided, however, that no Note of €100,000 or $200,000, as the case may be, or less in aggregate principal amount shall be redeemed in part.

In the event of partial redemption or purchase, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption or purchase date by the Paying Agent or the Registrar from the outstanding Notes not previously called for redemption or purchase.

The Registrar shall promptly notify the Issuers in writing of any Definitive Notes selected for redemption or purchase and, in the case of any such Notes selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of €100,000 or $200,000, as applicable, and integral multiples of €1,000 and $1,000 in excess thereof, as the case may be, except that if all the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of €1,000 or $1,000 (in excess of €100,000 or $200,000), as the case may be, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

None of the Trustee, the Paying Agent or the Registrar shall be liable for selections made under this Section 3.02.

Section 3.03Notice of Redemption. At least 10 days but not more than 60 days before a redemption date, the Issuers shall email or otherwise transmit or cause to be emailed or otherwise transmitted, a notice of redemption to each Holder whose Notes are to be redeemed at their respective addresses as they appear on the registration books of the Registrar, except that redemption notices may be emailed or otherwise transmitted more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes pursuant to Article VIII or a satisfaction and discharge of this Indenture pursuant to Article X. So long as such series of the Notes is listed on the Official List of the Exchange,

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and if and to the extent that the rules of the Authority so require, the Issuers shall inform the Authority of such redemption and confirm the aggregate principal amount of the Notes of that series that will remain outstanding immediately after such redemption. For so long as any Notes are represented by Global Notes, all notices to Holders shall be delivered to Euroclear and Clearstream or DTC (as applicable), delivery of which shall be deemed to satisfy the requirements of this paragraph, each of which will give such notices to the holders of book entry interests.

The notice shall identify the Notes to be redeemed and shall state:

(a)the record date for the redemption and the redemption date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date, unless the redemption price is not paid on the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such notice or printed on the Notes.

At the Issuers’ direction, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided, however, that the Issuers have provided to the Trustee, at least three Business Days (or such shorter period as agreed by the Trustee in its sole discretion) prior to the date the notice of redemption is given, information required for the Trustee to give such notice and including the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption. Once notice of an unconditional redemption is transmitted in accordance with Section 3.03 hereof, or all conditions to a conditional redemption have been satisfied, any such Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. Any redemption may, at the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the

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notice of redemption may state that, at the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed; provided that in no case, other than in connection with a defeasance of the Notes pursuant to Article VIII or a satisfaction and discharge of this Indenture pursuant to Article X, shall the original notice of redemption have been delivered less than 10 days or more than 60 days prior to the date on which such redemption (if any) occurs. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.

Section 3.05Deposit of Redemption or Purchase Price. No later than 10:00 a.m. New York time, in the case of the Dollar Notes and 10:00 a.m. London time, in the case of the Euro Notes, on the redemption or purchase price date, the Issuers shall deposit with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, if any, and Additional Amounts, if any, on all Notes to be redeemed or purchased on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuers to the Paying Agent for cancellation. The Paying Agent shall promptly return to the Issuers any money deposited with the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest, if any, and Additional Amounts, if any, on, all Notes to be redeemed or purchased. Neither the Trustee nor any Agent shall be required to pay out any money without first having been placed in funds.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase unless the Paying Agent is prohibited from making such redemption payment pursuant to the terms of this Indenture. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

Section 3.06Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.

Section 3.07[Intentionally Omitted].

Section 3.08Mandatory Redemption. The Issuers are not required to make mandatory redemption payments or sinking fund payments with respect to the Notes.

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Section 3.09Asset Disposition Offer. In the event that, pursuant to Section 4.10, the Issuers are required to commence an Asset Disposition Offer, they shall follow the procedures specified below.

Upon the commencement of an Asset Disposition Offer, the Issuers shall send or cause to be sent by email, or otherwise transmit or cause to be otherwise transmitted, to the Trustee and each of the Holders at their respective email addresses in the register of the Holders, if any, maintained by the Registrar, a notice stating:

(a)that the Asset Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 and the length of time the Asset Disposition Offer will remain open;

(b)the Asset Disposition Offer Amount, the purchase price and the Asset Disposition Purchase Date;

(c)that any Note not tendered or accepted for payment will continue to accrue interest;

(d)that, unless the Issuers defaults in making such payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest after the Asset Disposition Purchase Date;

(e)that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer may elect to have Notes purchased only in minimum denominations of €100,000 or $200,000, as applicable, and in integral multiples of €1,000 or $1,000 as the case may be, in excess thereof, except that a Holder may elect to have all the Notes held by such Holder purchased even if not an integral multiple of €1,000 or $1,000 (in excess of €100,000 or $200,000, as applicable), as the case may be;

(f)that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Asset Disposition Purchase Date;

(g)the procedure for withdrawing an election to tender;

(h)that if the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased (as applicable) on a pro rata basis or by use of a pool factor on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness, or by such other method as (i) the Trustee and (ii) the trustee, agent or similar representative of such Pari Passu Indebtedness, after consultation with the Parent, deem fair and appropriate (and in such manner as complies with applicable legal, depositary and exchange requirements);

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(i)that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and

(j)on or before the Asset Disposition Purchase Date, the Parent shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn and, in the case of the Notes, in minimum denominations of €100,000 or $200,000, as applicable, and in integral multiples of €1,000 or $1,000 in excess thereof, as the case may be. The Parent shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Parent in accordance with the terms of this Section 3.09. The Parent or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver (or procure the mail or delivery) to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Parent for purchase, and the Issuers shall promptly issue a new Note (or amend the Global Note), and the Trustee, upon delivery of an Officer’s Certificate from the Issuers, shall (via the Authentication Agent) authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in an aggregate principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in an aggregate principal amount with a minimum denomination of $200,000 or €100,000 or in integral multiples of $1,000 or €1,000 in excess thereof, as the case may be. Any Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Parent to the Holder thereof.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Section 3.10Redemption for Taxation Reasons. The Issuers or Successor Companies may redeem, and a Guarantor may cause the Issuers or Successor Companies to redeem, the Notes in whole, but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine that as a result of:

(1)any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or

(2)any change in, or amendment to, the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction

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or a change in published practice) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuers, Successor Companies or any Guarantor are, or on the next interest payment date in respect of the Notes or any Note Guarantee would be, required to pay any Additional Amounts or increased Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuers, Successor Companies or applicable Guarantor (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable and, in the case of a payment by a Guarantor, having the Issuers or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date on which the applicable Notes are issued, such Change in Tax Law must become effective on or after the date on which the applicable Notes are issued. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date on which the applicable Notes are issued, such Change in Tax Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction (or, in the case of Successor Companies, on or after the date of assumption by the Successor Companies of the Issuers’ obligations hereunder). Notice of redemption for taxation reasons shall be published in accordance with Section 3.03 of this Indenture. Notwithstanding the foregoing, no such notice of redemption shall be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuers, Successor Companies or applicable Guarantor shall deliver to the Trustee (a) an Officer’s Certificate stating that they are or it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their or its right so to redeem have been satisfied and that they or it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to them or it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers, Successor Companies or applicable Guarantor has or have been or shall become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee shall be entitled to rely solely upon such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it shall be conclusive and binding on the Holders.

Section 3.11Open Market Repurchases. The Issuers may repurchase Notes at any time and from time to time in the open market or otherwise.

Article IV

Covenants

Section 4.01Payment of Notes. The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and Additional Amounts, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Amounts, if any, will be considered paid on the date due if the Paying Agent holds, as of 10:00 a.m. New York time, in the case of the Dollar Notes and 10:00 a.m. London time, in the case of the Euro Notes, on such date (or such other time as the Issuers and the Paying Agent may mutually agree from time to time, but always subject to actual receipt), money deposited by the Issuers in immediately available funds and designated for

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and sufficient to pay all principal, premium and Additional Amounts, if any, and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuers shall promptly notify the Trustee and the applicable Paying Agent of its failure to so deposit. Subject to actual receipt of such funds as provided by this Section 4.01 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with this Indenture. In any event, the Issuers shall, prior to 10:00 a.m. New York time, in the case of the Dollar Notes and 10:00 a.m. London time, in the case of the Euro Notes, on the date on which the Paying Agent receives payment, procure that the bank effecting payment for it confirms by SWIFT message to the Paying Agent that an irrevocable payment instruction has been given. A Paying Agent shall (or the Trustee, if applicable) only be obliged to make a payment under this Indenture if it has actually received cleared, immediately available funds from the Issuers as required under this Section 4.01.

If the due date for any payment in respect of any Notes is not a Business Day, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day, and will not be entitled to any further interest or other payment as a result of any such delay. If the interest payment date in respect of any Notes is not a Business Day, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day, and will not be entitled to any further interest or other payment as a result of any such delay.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) at the same rate.

If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated to do so) on the assumption that the corresponding payment by the Issuers has been or shall be made and such payment has in fact not been so made by the Issuers, then the Issuers shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and expressed as a rate per annum.

Section 4.02Maintenance of Office or Agency. The Issuers shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Transfer Agent) for the Notes in the United Kingdom where (1) Notes may be surrendered for registration of transfer or for exchange and (2) notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.

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

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Section 4.03Reports.

(a)For so long as any Notes are outstanding, the Parent shall provide to the Trustee the following reports:

(1)within 120 days (or, in the case the Parent, or a Holding Entity in lieu of the Parent, elects to prepare its financial statements in accordance with U.S. GAAP, within 150 days of the first fiscal year ending after such election is effected) after the end of the Parent’s fiscal year, beginning with the first fiscal year ending after the Issue Date, annual reports containing, to the extent applicable, the following information: (a) audited consolidated balance sheets of the Parent as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) unaudited pro forma income statement information and balance sheet information of the Parent (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year (and which have not already been the subject of pro forma information provided by the Parent); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources of the Parent, and a discussion of material commitments and contingencies and critical accounting policies; (d) a description of the business, management and shareholders of the Parent, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; and (e) a description of material risk factors and material recent developments;

(2)within 60 days following the end of the first three fiscal quarters in each fiscal year of the Parent (or, in the case the Parent, or a Holding Entity in lieu of the Parent, elects to prepare its financial statements in accordance with U.S. GAAP, within 90 days of the first three quarters ending after such election is effected), all quarterly reports of the Parent containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such fiscal quarter and unaudited condensed statements of income and cash flow for the most recently completed fiscal quarter year-to-date period ending on the unaudited condensed balance sheet date, and the comparable prior year periods, together with condensed footnote disclosure; (b) unaudited pro forma income statement information and balance sheet information of the Parent (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the relevant fiscal quarter (and which have not already been the subject of pro forma information provided by the Parent); (c) an operating and financial review of the unaudited financial statements, including a discussion of the results of operations, financial condition and material

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changes in liquidity and capital resources of the Parent, and a discussion of material changes not in the ordinary course of business in commitments and contingencies since the most recent report; and (d) material recent developments; and

(3)promptly after the occurrence of any material acquisition, disposition, restructuring, merger or similar transaction, or any senior executive officer changes at the Parent or change in auditors of the Parent or any other material event that the Parent announces publicly, a report containing a description of such event.

(b)At any time that any of the Parent’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a Significant Subsidiary of the Parent, then the annual and quarterly financial information required by Section 4.03(a)(1) and Section 4.03(a)(2) shall include either (i) a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent or (ii) stand-alone audited or unaudited financial statements, as the case may be, of such Unrestricted Subsidiary or Unrestricted Subsidiaries (as a group or otherwise) together with an unaudited reconciliation to the financial information of the Parent and its Subsidiaries, which reconciliation shall include the following items: revenue, finance costs, profit/loss for the period, cash and cash equivalents, total assets, total liabilities, equity and capital expenditures.

(c)Substantially concurrently with the issuance to the Trustee of the reports specified in Sections 4.03(a)(1), 4.03(a)(2) and 4.03(a)(3), the Parent shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such password protected website as may be then maintained by the Parent and its Subsidiaries or (ii) otherwise to provide substantially comparable public availability of such reports (as determined by the Board of Directors or an Officer of the Parent in good faith) or (b) to the extent the Board of Directors or an Officer of the Parent determines in good faith that it cannot make such reports available in the manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the Holders and, upon their request, prospective purchasers of the Notes.

(d)The Issuers will also make available copies of all reports required by clauses (1) through (3) of Section 4.03(a), if and so long as the Notes are listed on the Official List of the Exchange, and if and to the extent the rules of the Authority so require, at the registered offices of the Issuers.

(e)In addition, so long as the Notes remain outstanding and during any period during which the Parent is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Parent shall furnish to the Holders and, upon their request, prospective purchasers of the Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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(f)All financial statement information shall be prepared in accordance with the Relevant Accounting Principles as in effect on the date of such report or financial statement and on a consistent basis for the periods presented; provided, however, that in the reports set forth in Sections 4.03(a)(1), 4.03(a)(2) and 4.03(a)(3) above, in the event of a change in applicable Relevant Accounting Principles, earlier periods may be presented on a basis that applied to such periods. Except as provided for above, no report need include separate financial statements for any Subsidiaries of the Parent. At the Parent’s election, it may also include financial statements of a Holding Entity in lieu of those of the Parent; provided that, if the financial statements of a Holding Entity are included in such report, a reasonably detailed description of material differences between the financial statements of the Holding Entity and the Parent shall be included for any period after the Issue Date. Following an Initial Public Offering of the Capital Stock of an IPO Entity and/or the listing of such Capital Stock on a recognized stock exchange, the foregoing requirements of this Section 4.03 (other than the requirement set forth in Section 4.03(e)) shall be considered to have been fulfilled if the IPO Entity complies with the reporting requirements of such stock exchange.

Section 4.04Compliance Certificates. The Parent shall deliver to the Trustee, within 120 days (or, in the case of the first fiscal year ending after the Parent, or a Holding Entity in lieu of the Parent, elects to prepare its financial statements in accordance with U.S. GAAP, within 150 days) after the end of each fiscal year, a certificate signed by an authorized representative of the Parent indicating whether the signers thereof know of any Default that occurred during the previous year. The Parent shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it is aware which would constitute a Default or an Event of Default, their status and what action the Parent is taking or proposes to take in respect thereof.

Section 4.05Taxes. The Parent shall pay, and the Parent shall cause each Restricted Subsidiary to pay, prior to delinquency, all Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06Agreed Tax Treatment.

(a)Although the Notes are co-issued by the Delaware Issuer and the Luxembourg Issuer and, therefore, each Issuer is liable for repayment of the Notes in their entirety, each Issuer intends to repay the interest and principal associated with the portion it will receive. Subject to Section 4.06(b) below, each Issuer intends to treat any interest paid by the Delaware Issuer as U.S.-source income and any interest paid by the Luxembourg Issuer as foreign-source income for U.S. federal income tax purposes.

(b)Notwithstanding the foregoing, the clearing systems require the Issuers to designate only one of the Issuers for U.S. federal withholding tax purposes, and the Issuers intend to designate the Delaware Issuer as the issuer of the Notes for this purpose. As such, an applicable withholding agent likely will treat all interest payments on the Notes as U.S. source income for U.S. federal withholding tax purposes.

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Section 4.07Limitation on Restricted Payments.

(a)The Parent will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1)declare or pay any dividend or make any other distribution on or in respect of the Parent’s or any Restricted Subsidiary’s Capital Stock (including any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) except:

(A)dividends or distributions payable in Capital Stock of the Parent (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Parent or in Subordinated Shareholder Funding; and

(B)dividends or distributions payable to the Parent or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Parent or a Restricted Subsidiary on no more than a pro rata basis, measured by value);

(2)purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Parent or any direct or indirect Holding Entity held by Persons other than the Parent or a Restricted Subsidiary (other than in exchange for Capital Stock of the Parent (other than Disqualified Stock));

(3)make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than (a) any such payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement or in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement, (b) any Indebtedness Incurred pursuant to Section 4.09(b)(3) and (c) any such payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement that is a Permitted Investment (other than Permitted Investments in connection with Subordinated Indebtedness pursuant to clause (1) of the definition of “Permitted Investments”);

(4)make any payment (other than by capitalization of interest) on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Funding; or

(5)make any Restricted Investment in any Person;

(any such dividend, distribution, payment, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) to (5) above are referred to herein as a “Restricted Payment”), if at the time the Parent or such Restricted Subsidiary makes such Restricted Payment:

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(A)a Default or Event of Default shall have occurred and be continuing (or would result immediately thereafter therefrom);

(B)the Parent and its Restricted Subsidiaries are not permitted to Incur an additional $1.00 of Indebtedness pursuant to Section 4.09(a) after giving effect, on a pro forma basis, to such Restricted Payment; or

(C)the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments permitted below by Section 4.07(c)(5) (without duplication of amounts paid pursuant to any other clause of Section 4.07(c)), Section 4.07(c)(6), Section 4.07(c)(10), Section 4.07(c)(11) and Section 4.07(c)(12), but excluding all other Restricted Payments permitted by Section 4.07(c)) would exceed the sum of (without duplication):

(i)50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal quarter commencing after the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Parent are available (provided that such amount shall be deemed zero for each fiscal quarter if the Consolidated Net Income for such fiscal quarter is less than zero);

(ii)100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preference Shares) or Subordinated Shareholder Funding subsequent to the Issue Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares) of the Parent subsequent to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.07(c)(6) and (z) Excluded Contributions since the Issue Date);

(iii)100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary from the issuance or sale (other than to the Parent or a

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Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary) by the Parent or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness that has been converted into or exchanged for Capital Stock of the Parent (other than Disqualified Stock or Designated Preference Shares) or Subordinated Shareholder Funding (plus the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary upon such conversion or exchange) but excluding (x) Net Cash Proceeds to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.07(c)(6) and (y) Excluded Contributions since the Issue Date;

(iv)the amount equal to the net reduction in Restricted Investments made by the Parent or any of its Restricted Subsidiaries subsequent to the Issue Date resulting from:

(1)repurchases, redemptions or other acquisitions or retirements of any such Restricted Investment, proceeds realized upon the sale or other disposition to a Person other than the Parent or a Restricted Subsidiary of any such Restricted Investment, repayments of loans or advances or other transfers of assets (including by way of dividend, distribution, interest payments or returns of capital) to the Parent or any Restricted Subsidiary; or

(2)the re-designation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued, in each case, as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Parent or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount, in each case under this clause (iv), was included in the calculation of the amount of Restricted Payments referred to in the first sentence of this clause (C); provided, however, that no amount will be included in Consolidated Net Income for purposes of the preceding clause (i) to the extent that it is (at the Parent’s option) included under this clause (iv);

(v)the amount of the cash and the fair market value of property or assets or of marketable securities received by the Parent or any of its Restricted Subsidiaries subsequent to the Issue Date in connection with:

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(1)the sale or other disposition (other than to the Parent or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary) of Capital Stock of an Unrestricted Subsidiary; and

(2)any dividend or distribution made by an Unrestricted Subsidiary or Affiliate to the Parent or a Restricted Subsidiary;

provided, however, that no amount will be included in Consolidated Net Income for purposes of the preceding clause (i) to the extent that it is (at the Parent’s option) included under this clause (v); and

(vi)the greater of $330.0 million and 30.0% of Consolidated EBITDA.

(b)The fair market value of property or assets other than cash covered by Section 4.07(a) shall be the fair market value thereof as determined in good faith by the Board of Directors or an Officer of the Parent. The fair market value of any cash Restricted Payment shall be its face amount.

(c)The foregoing provisions will not prohibit any of the following (collectively, “Permitted Payments”):

(1)any Restricted Payment made in exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Parent (other than Disqualified Stock, Excluded Amounts or Designated Preference Shares), Subordinated Shareholder Funding or a substantially concurrent contribution to the equity (in each case, other than through the issuance of Disqualified Stock, Excluded Amounts or Designated Preference Shares or through an Excluded Contribution) of the Parent; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value (as determined in accordance with Section 4.07(b) and Section 4.07(d)) of property or assets or of marketable securities, from such sale of Capital Stock, Subordinated Shareholder Funding or such contribution will be excluded from Section 4.07(a)(C)(ii);

(2)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or out of the proceeds of the substantially concurrent Incurrence of Refinancing Indebtedness permitted to be Incurred pursuant to Section 4.09;

(3)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Parent or a Restricted Subsidiary made in exchange for or out of the proceeds of the substantially

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concurrent sale of Preferred Stock of the Parent or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.09, and that in each case, constitutes Refinancing Indebtedness;

(4)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness:

(A)from Net Available Cash to the extent permitted under Section 4.10, but only if the Parent shall have first complied with the terms of Section 4.10 and purchased all Notes validly tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness; or

(B)to the extent required by the agreement governing such Subordinated Indebtedness, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Parent shall have first complied with Section 4.15, if required, and purchased all Notes validly tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest (together with any applicable prepayment or redemption premium); or

(C)(i) consisting of Acquired Indebtedness and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest (together with any applicable prepayment or redemption premium);

(5)any dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this Section 4.07;

(6)the purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Capital Stock of the Parent, any Restricted Subsidiary or any Holding Entity (including any options, warrants or other rights in respect thereof) and loans, advances, dividends or distributions by the Parent to any Holding Entity or any entity formed for the purpose of investing in Capital Stock of the Parent or any Holding Entity to permit any Holding Entity or such entity to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of the Parent, any Restricted Subsidiary or any Holding Entity (including any options, warrants or other rights in respect thereof), or payments to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of the Parent, any Restricted Subsidiary or any Holding Entity (including any options, warrants or other rights in respect thereof), in each case from Management Investors;

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(7)the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with Section 4.09;

(8)purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof;

(9)dividends, loans, advances or distributions to any Holding Entity or any Affiliates or other payments by the Parent or any Restricted Subsidiary in amounts equal to (without duplication):

(A)the amounts required for any Holding Entity to pay any Parent Expenses or any Related Taxes; or

(B)amounts constituting or to be used for purposes of making payments (i) in relation to the Transactions (including without limitation, any fees or expenses) or (ii) to the extent specified in Sections 4.11(b)(2), 4.11(b)(3), 4.11(b)(5), 4.11(b)(7), 4.11(b)(11), 4.11(b)(12) and 4.11(b)(13);

(10)so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the declaration and payment by the Parent of, or loans, advances, dividends or distributions to any Holding Entity to pay, dividends on the common stock or common equity interests of the Parent or any Holding Entity following a Public Offering of such common stock or common equity interests, in an amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the Parent from such Public Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through Excluded Amounts or an Excluded Contribution) of the Parent or loaned or contributed as Subordinated Shareholder Funding to the Parent, and (b) following the Initial Public Offering, 7% of the Market Capitalization;

(11)so long as no Default or Event of Default has occurred and is continuing (or would result from) (a) Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed the greater of $165.0 million and 15.0% of Consolidated EBITDA, and (b) any Restricted Payment, provided that the Consolidated Leverage Ratio on a pro forma basis after giving effect to any such Restricted Payment does not exceed 4.1 to 1.0 (or in the case of a Restricted Payment consisting of an Investment or the repayment, redemption or repurchase of Subordinated Indebtedness, provided that the Consolidated Leverage Ratio on a pro forma basis after giving effect to any such Restricted Payment does not exceed 4.3 to 1.0); provided that if an Investment is made pursuant to this clause (11) in a Person that is not a Restricted Subsidiary and such Person subsequently becomes or is subsequently designated a Restricted Subsidiary pursuant to the terms of this Indenture, such Investment shall thereafter be deemed to have been made pursuant to clauses (1) or (2) of the definition of “Permitted Investment” and not this clause (11);

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(12)payments by the Parent, or loans, advances, dividends or distributions to any Holding Entity to make payments to holders of Capital Stock of the Parent or any Holding Entity in lieu of the issuance of fractional shares of such Capital Stock; provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this Section 4.07 or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors or an Officer of the Parent);

(13)Restricted Payments in an aggregate amount outstanding at any time not to exceed the fair market value of Excluded Contributions, or consisting of non-cash Excluded Contributions, or Investments to the extent made in exchange for or using as consideration Investments previously made under this clause (13);

(14)(i) the declaration and payment of dividends to holders of any class or series of Designated Preference Shares of the Parent issued after the Issue Date; and (ii) the declaration and payment of dividends to any Holding Entity or any Affiliate thereof, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preference Shares of such Holding Entity or Affiliate issued after the Issue Date; provided, however, that, in the case of clauses (i) and (ii), the amount of all dividends declared or paid pursuant to this clause (14) shall not exceed the Net Cash Proceeds received by the Parent or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock, Excluded Amounts or an Excluded Contribution or, in the case of Designated Preference Shares by a Holding Entity or an Affiliate, the issuance of Designated Preference Shares) of the Parent or loaned or contributed as Subordinated Shareholder Funding to the Parent, from the issuance or sale of such Designated Preference Shares;

(15)dividends or other distributions of Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries; and

(16)payment of any Receivables Fees and purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing.

(d)The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount. Any amounts (such amounts, the “Excluded Amounts”) that would otherwise be included in the calculation of the amount available for Restricted Payments pursuant to clauses (ii) or (iii) of clause (C) of Section 4.07(a) will be excluded to the extent (1) such amounts result from the receipt of Net Cash Proceeds, property or assets or marketable securities received in contemplation of, or in connection with, an event that would otherwise constitute a Change of Control pursuant to the definition thereof were it not a Specified Change of Control Event, (2) the purpose of, or the effect of, the receipt of such Net Cash Proceeds, property or assets or marketable securities was to reduce the Consolidated

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Leverage Ratio of the Parent and its Restricted Subsidiaries so that there would be an occurrence of a Specified Change of Control Event that would not have been achieved without the receipt of such Net Cash Proceeds, property or assets or marketable securities and (3) no Change of Control Offer is made in connection with such event in accordance with the requirements of this Indenture.

Section 4.08Limitation on Restrictions on Distributions from Restricted Subsidiaries.

(a)The Parent will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Parent or the Issuers or pay any Indebtedness or other obligations owed to the Parent or the Issuers;

(2)make any loans or advances to the Parent or the Issuers; or

(3)sell, lease or transfer any of its property or assets to the Parent or the Issuers;

provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the Parent or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.

(b)The provisions of Section 4.08(a) shall not prohibit:

(1)any encumbrance or restriction pursuant to (a) any Credit Facility (or any guarantee or security granted in connection therewith), including the Amended and Restated Senior Term Facilities Agreement and any proceeds loan agreement in connection therewith and the Amended and Restated Revolving Facilities Agreement, (b) this Indenture, the Notes, the Note Guarantees, the Collateral, the Proceeds Loan Notes or the Proceeds Loan Note Agreements, (c) the Intercreditor Agreement, any Additional Intercreditor Agreement or the Transaction Security Documents or (d) any other agreement or instrument in effect at or entered into on the Issue Date, including, in each case, any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings, provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements referred to in clauses (a), (b), (c) and (d) above, as applicable (as determined in good faith by the Board of Directors or an Officer of the Parent);

(2)any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a

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Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary, or was designated as a Restricted Subsidiary, or on which such agreement or instrument is assumed by the Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Parent or was merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause (2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Parent or any Restricted Subsidiary when such Person becomes the Successor Company;

(3)any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clause (1) or (2) of this Section 4.08(b) or this clause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (1) or (2) of this Section 4.08(b) or this clause (3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Board of Directors or an Officer of the Parent) or that the Board of Directors or an Officer of the Parent determines when such Indebtedness is Incurred that such encumbrances or restrictions will not adversely affect, in any material respect, the Parent’s ability to make principal or interest payments on the Notes;

(4)any encumbrance or restriction:

(A)that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract;

(B)contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Parent or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or

(C)pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary;

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(5)any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture;

(6)any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(7)customary provisions in leases, licenses, joint venture agreements, and other similar agreements and instruments entered into in the ordinary course of business or consistent with industry practices;

(8)encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order (including encumbrances or restrictions on making distributions in cash or Cash Equivalents as a dividend or otherwise that arise or exist by reason of applicable law or any applicable rule, regulation or order) or encumbrances or restrictions required by any regulatory authority;

(9)any encumbrance or restriction on cash or other deposits or net worth imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business;

(10)any encumbrance or restriction pursuant to Hedging Agreements;

(11)any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in this Indenture, together with the security documents associated therewith or (ii) in comparable financings (as determined in good faith by the Board of Directors or an Officer of the Parent) and where, in the case of clause (ii), the Parent determines at the time such Indebtedness is Incurred that such encumbrances or restrictions will not adversely affect, in any material respect, the Issuers’ ability to make principal or interest payments on the Notes;

(12)any encumbrance or restriction existing by reason of any Lien permitted under Section 4.12;

(13)restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Board of Directors or an

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Officer of the Parent, are necessary or advisable to effect such Qualified Receivables Financing; or

(14)any encumbrance or restriction by operation of law applicable to Restricted Subsidiaries residing in the Netherlands for Dutch tax purposes pursuant to the existence or establishment of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or Dutch value added tax purposes.

Section 4.09Limitation on Indebtedness.

(a)The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1.0.

(b)Section 4.09(a) shall not prohibit the Incurrence of the following Indebtedness:

(1)Indebtedness Incurred by the Parent and any Restricted Subsidiary pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount of Indebtedness then outstanding not exceeding: (i) the greater of (x) $1,195 million and (y) 110% of Consolidated EBITDA, plus (ii) $1,387 million, plus €1,318 million, plus the Accordion Amount plus (iii) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;

(2)(A) Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, in each case, so long as the Incurrence of such Indebtedness being guaranteed is permitted under the terms of this Indenture (other than pursuant to this clause (2)); provided that, if Indebtedness being guaranteed is subordinated or pari passu to the Notes or a Note Guarantee, then the guarantee must be subordinated or pari passu to the Notes or Note Guarantees, as applicable, to the same extent as the Indebtedness guaranteed; or

(B)without limiting Section 4.12, Indebtedness arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Parent or any Restricted Subsidiary, in each case, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture;

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(3)Indebtedness of the Parent owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Parent or any Restricted Subsidiary;

(4)Indebtedness represented by:

(A)any Initial Notes issued on the Issue Date and any Refinancing Indebtedness in respect thereof;

(B)any Indebtedness (other than Indebtedness described in Sections 4.09(b)(1), 4.09(b)(3), 4.09(b)(4)(A) and 4.09(b)(7)) of the Parent or any Restricted Subsidiary entered into or outstanding on the Issue Date after giving effect to the Transactions;

(C)Refinancing Indebtedness that is Incurred in respect of any Indebtedness described in this Section 4.09(b)(4) (other than Refinancing Indebtedness that is Incurred in respect of any Initial Notes and any Note Guarantee in connection therewith, which will be deemed to have been Incurred under Section 4.09(b)(4)(A) or Section 4.09(b)(5) or Incurred pursuant to Section 4.09(a);

(D)Management Advances and MEP Payments; and

(E)the Proceeds Loan Notes and any proceeds loan notes issued by the Parent owing to and held by any Restricted Subsidiary or issued by a Restricted Subsidiary owing to and held by the Parent or any Restricted Subsidiary;

(5)Indebtedness (i) of any Person Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Parent or any Restricted Subsidiary, or (ii) Incurred to provide or refinance all or any portion of the funds utilized to consummate a transaction or series of related transactions pursuant to which a Person became a Restricted Subsidiary or was otherwise acquired by the Parent or a Restricted Subsidiary or otherwise in connection with or contemplation of such acquisition; provided, however, with respect to this Section 4.09(b)(5)(i) and Section 4.09(b)(5)(ii), that at the time of such acquisition or other transaction (a) the aggregate amount of such Indebtedness does not exceed the greater of (x) $275.0 million and (y) 25.0% of Consolidated EBITDA at any time outstanding or (b) either (x) the Parent and its Restricted Subsidiaries would have been permitted to Incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) after giving pro forma effect to the relevant acquisition and Incurrence of such Indebtedness pursuant to this clause (5) or (y) the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would not be lower than it was immediately prior to giving effect to such acquisition or other transaction;

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(6)Indebtedness under Hedging Agreements entered into for bona fide hedging purposes of the Parent or its Restricted Subsidiaries and not for speculative purposes (as determined in good faith by the Board of Directors or an Officer of the Parent);

(7)Indebtedness consisting of (A) Capitalized Lease Obligations, mortgage financings, Purchase Money Obligations or other financings, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in a Similar Business, or (B) Indebtedness otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and (C) any Refinancing Indebtedness and Guarantees in respect of clauses (A) or (B), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) then outstanding, but disregarding the amount of any Capitalized Lease Obligations, will not exceed the greater of (i) $165.0 million and (ii) 15.0% of Consolidated EBITDA;

(8)Indebtedness in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Parent or a Restricted Subsidiary or relating to liabilities, obligations, indemnities or guarantees Incurred in the ordinary course of business or for governmental or regulatory requirements, (b) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, (c) the financing of insurance premiums in the ordinary course of business, and (d) any credit management, cash management, cash pooling, net balance transfer or netting or setting off or similar arrangements in the ordinary course of business of the Parent and the Restricted Subsidiaries;

(9)Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition);

(10)(A) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(B)Indebtedness owed on a short-term basis of no longer than 60 days to banks and other financial institutions Incurred in the

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ordinary course of business of the Parent and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Parent and its Restricted Subsidiaries; and

(C)Indebtedness Incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case, Incurred or undertaken in the ordinary course of business;

(11)Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness and Guarantees in respect thereof and the aggregate principal amount of all other Indebtedness Incurred pursuant to this clause (11) then outstanding, will not exceed the greater of (i) $275.0 million and (ii) 25.0% of Consolidated EBITDA;

(12)Indebtedness (including any Refinancing Indebtedness and Guarantees in respect thereof) in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Parent from the issuance or sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Funding or its Capital Stock (other than through Disqualified Stock, Designated Preference Shares or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares or an Excluded Contribution) of the Parent, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under Section 4.07(a) and clauses (1), (6), (10) and (14) of Section 4.07(c) to the extent the Parent and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (12) to the extent the Parent or any of its Restricted Subsidiaries makes a Restricted Payment under Section 4.07(a) and/or clauses (1), (6), (10) and (14) of Section 4.07(c) in reliance thereon;

(13)Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing;

(14)Indebtedness under any overdraft, working capital, current account, letter of credit, local credit line, bilateral financing line, foreign exchange, SWIFT and/or other similar or equivalent facilities or financial accommodation, or any other facility or financial accommodation by the Parent or any Restricted Subsidiary, provided that the maximum aggregate principal amount of Indebtedness outstanding under this clause (14) does not exceed the greater of (i) $220.0 million and (ii) 20.0% of Consolidated EBITDA and any Refinancing Indebtedness in respect thereof; and

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(15)Indebtedness, including any joint and several liability and/or any netting or set-off arrangement, of Restricted Subsidiaries residing in the Netherlands for Dutch tax purposes arising by operation of law as a result of the existence or establishment of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or Dutch value added tax purposes.

(c)For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.09:

(1)subject to Section 4.09(c)(2), in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b), the Parent, in its sole discretion, will classify, and may from time to time reclassify, such item (or any portion of such item) of Indebtedness and only be required to include the amount and type of such Indebtedness in Section 4.09(a) or one of the clauses of Section 4.09(b);

(2)Indebtedness incurred under the Revolving Facilities, the Senior Term Facilities (as at the Issue Date), the Initial Notes and the Note Guarantees in connection therewith (and in each case any Refinancing Indebtedness in respect thereof) shall be deemed to be incurred pursuant to:

(A)Section 4.09(b)(1)(i) in the case of Indebtedness under the Revolving Facilities;

(B)Section 4.09(b)(1)(ii) in respect of the Senior Term Facilities; and

(C)Section 4.09(b)(4)(A) in respect of the Initial Notes and any Note Guarantees in connection therewith,

and the Parent shall not be permitted to reclassify all or a portion of any such Indebtedness or any Indebtedness under Section 4.09(b)(14);

(3)Guarantees of, or obligations in respect of, letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(4)if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to Sections 4.09(b)(1), 4.09(b)(7), 4.09(b)(11), 4.09(b)(14) or 4.09(a) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;

(5)the principal amount of any Disqualified Stock of the Parent or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

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(6)for the purposes of determining “Consolidated EBITDA,” (i) pro forma effect shall be given to Consolidated EBITDA on the same basis as for calculating the Consolidated Leverage Ratio for the Parent and its Restricted Subsidiaries and (ii) Consolidated EBITDA shall be measured on the most recent date on which new commitments are obtained (in the case of revolving facilities) or the date on which new Indebtedness is Incurred (in the case of term facilities) and for the period of the most recent four consecutive fiscal quarters ending prior to the date for which such internal consolidated financial statements of the Parent are available;

(7)Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness;

(8)the amount of any Indebtedness outstanding as of any date shall be calculated as described under the definition of “Indebtedness”; provided that the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the balance sheet liability in respect thereof determined on the basis of the Relevant Accounting Principles; and

(9)notwithstanding anything in this Section 4.09 to the contrary, in the case of any Indebtedness Incurred to refinance Indebtedness initially Incurred in reliance on Section 4.09(b) measured by reference to a percentage of Consolidated EBITDA at the time of an Applicable Test Date, if such refinancing would cause the percentage of Consolidated EBITDA restriction to be exceeded if calculated based on the percentage of Consolidated EBITDA on the Applicable Test Date of such refinancing, such percentage of Consolidated EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus any amount to pay premium (including tender premium), accrued and unpaid interest, Additional Amounts, if any, expenses, defeasance costs and fees in connection therewith.

(d)Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in the Relevant Accounting Principles, including a change in the Relevant Accounting Principles themselves or a change from IFRS to U.S. GAAP or a different set of accounting principles, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09.

(e)If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date.

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(f)For purposes of determining compliance with any U.S. dollar-denominated or euro-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar Equivalent or Euro Equivalent, as applicable, of the aggregate principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the Applicable Test Date; provided that (a) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than the U.S. dollar or euro, as applicable, and such refinancing would cause the applicable U.S. dollar-denominated restriction or euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction or euro-denominated restriction shall be deemed not to have been exceeded so long as the aggregate principal amount of such Refinancing Indebtedness does not exceed the aggregate principal amount of such Indebtedness being refinanced, plus any amount to pay premium (including tender premium), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith; (b) the U.S. dollar Equivalent or Euro Equivalent of the aggregate principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (c) if and for so long as any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in U.S. dollars or euro, will be the amount of the principal payment required to be made under such Currency Agreement and, otherwise, the U.S. dollar Equivalent or Euro Equivalent, as applicable, of such amount plus the U.S. dollar Equivalent or Euro Equivalent, as applicable, of any premium which is at such time due and payable but is not covered by such Currency Agreement.

(g)Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. Subject to Section 4.09(f), the principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10Limitation on Sales of Assets and Subsidiary Stock.

(a)The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

(1)the Parent or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or an Officer of the Parent, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); and

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(2)in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Temporary Cash Investments.

(b)Within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash from an Asset Disposition, the Parent or such Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Available Cash at the option of the Parent or such Restricted Subsidiary:

(1)(A) to prepay, repay, purchase or redeem any Senior Secured Indebtedness (including Indebtedness Incurred under clauses (1) and (14) of Section 4.09(b) or any Refinancing Indebtedness in respect thereof); provided, however, that in connection with any prepayment, repayment, purchase or redemption of Indebtedness pursuant to this clause (A) (except in the case of any revolving Indebtedness, including but not limited to the Revolving Facilities), the Parent or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased or redeemed; provided, further, that in the case of the prepayment, repayment, purchase or redemption of Senior Secured Indebtedness other than the Revolving Facilities, the Issuers shall prepay, repay, purchase or redeem the Notes on a pro rata basis with such other Senior Secured Indebtedness; (B) to prepay, repay, purchase or redeem any Indebtedness of a Restricted Subsidiary that is not the Issuers or a Guarantor (other than Indebtedness owed to the Parent or any Restricted Subsidiary); or (C) in the case of an Asset Disposition that does not constitute Collateral, to prepay, repay, purchase or redeem (I) Pari Passu Indebtedness (other than Indebtedness owed to the Parent or a Restricted Subsidiary) (i) at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption, (ii) through repurchase of such Pari Passu Indebtedness in the open market or (iii) pursuant to the contractual optional redemption provisions applicable thereto or (II) Senior Indebtedness (other than Indebtedness owed to the Parent or a Restricted Subsidiary) (i) at a price of no more than 100% of the principal amount of such Senior Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption, (ii) through repurchase of such Senior Indebtedness in the open market or (iii) pursuant to the contractual optional redemption provisions applicable thereto; provided that in the case of the prepayment, repayment, purchase or redemption of Pari Passu Indebtedness or Senior Indebtedness (in each case, other than the Notes) pursuant to this Section 4.10(b)(1)(C), the Issuers shall prepay, repay, purchase or redeem the Notes on a pro rata basis with such other Indebtedness;

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(2)to the extent the Parent or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Parent or a Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors or an Officer of the Parent that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day;

(3)to make a capital expenditure pursuant to a definitive binding agreement or a commitment approved by the Board of Directors or an Officer of the Parent; provided, however, that any such capital expenditure made that is executed or approved within such time will only satisfy this requirement so long as such investment is consummated within 180 days of such 365th day;

(4)to make Restricted Payments pursuant to Section 4.07(c)(11) with the Net Available Cash from Asset Dispositions; or

(5)any combination of the foregoing;

provided that, pending the final application of any such Net Available Cash in accordance with clause (1), (2), (3), (4) or (5) above, the Parent and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture.

(c)If an amount less than the Net Available Cash from Asset Dispositions is applied or invested or committed to be applied or invested, or offered to be applied or invested, as provided in Section 4.10(b), an amount equal to the difference will be deemed to constitute “Excess Proceeds” under this Indenture. On the 366th day (or the 546th day, in the case of any Net Available Cash committed to be used pursuant to a definitive binding agreement or commitment approved by the Board of Directors or an Officer of the Parent pursuant to clauses (2) or (3) of Section 4.10(b)) after the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash from an Asset Disposition, or at such earlier date that the Parent elects, if the aggregate amount of “Excess Proceeds” under this Indenture exceeds the greater of $66.0 million and 6.0% of Consolidated EBITDA, the Parent will be required to make an offer (or procure an offer is made) (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Parent so elects, to all holders or lenders of other outstanding Pari Passu Indebtedness, to prepay or purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be prepaid or purchased (as applicable) out of the “Excess Proceeds,” at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of such Notes and 100% of the principal amount of such Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but excluding, the date of prepayment or purchase (as applicable), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable.

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(d)To the extent that the aggregate principal amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the “Excess Proceeds,” the Parent may use any remaining “Excess Proceeds” for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of “Excess Proceeds,” the “Excess Proceeds” shall be allocated among the Notes and Pari Passu Indebtedness to be prepaid or purchased (as applicable) on a pro rata basis or by use of a pool factor on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness to be prepaid or purchased (as applicable), or by such other method as (i) the Trustee and (ii) the trustee, agent or similar representative of such Pari Passu Indebtedness, after consultation with the Parent, deem fair and appropriate (and in such manner as complies with applicable legal, depositary and exchange requirements). For the purposes of calculating the aggregate principal amount of any such Indebtedness not denominated in U.S. dollars or euro, as the case may be based on the denomination of the applicable Notes, such Indebtedness shall be calculated by converting any such aggregate principal amounts into their U.S. dollar Equivalent or Euro Equivalent, as the case may be, determined as of a date selected by the Parent that is within the Asset Disposition Offer Period (as defined herein). Upon completion of any Asset Disposition Offer, the amount of “Excess Proceeds” shall be reset at zero.

(e)Any Net Available Cash payable in respect of the Notes pursuant to this covenant will be allocated between the series of Notes in proportion to the respective aggregate principal amounts of Notes of such series validly tendered and not withdrawn.

(f)To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than the currency in which the relevant Notes are denominated, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in the currency in which the relevant Notes are denominated that is actually received upon converting such portion of Net Available Cash into such currency.

(g)The Asset Disposition Offer, in so far as it relates to the Notes, will remain open for a period of not less than five Business Days following its commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Parent will purchase (or procure the purchase of) the aggregate principal amount of Notes and, to the extent it so elects, any Pari Passu Indebtedness required to be purchased pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer.

(h)On or before the Asset Disposition Purchase Date, the Parent shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer

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Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn and, in the case of the Notes, in minimum denominations of $200,000 or €100,000 and in integral multiples of $1,000 or €1,000 in excess thereof, as the case may be. The Parent shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment in accordance with the terms of this Section 4.10. The Parent or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver (or procure the mail or delivery) to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder, and accepted for purchase, and the Issuers shall promptly issue a new Note (or amend the Global Note), and the Trustee, upon delivery of an Officer’s Certificate from the Issuers, shall (via an Authentication Agent) authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in an aggregate principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note shall be in an aggregate principal amount with a minimum denomination of $200,000 or €100,000 or in integral multiples of $1,000 or €1,000 in excess thereof, as the case may be. Any Note not so accepted shall be promptly mailed or delivered (or transferred by book entry) by the Parent or the Issuers to the Holder thereof.

(i)For the purposes of Section 4.10(a)(2) the following will be deemed to be cash:

(1)the assumption by the transferee of Indebtedness of the Parent or Indebtedness of a Restricted Subsidiary (other than Subordinated Indebtedness of the Issuers or a Guarantor) and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;

(2)securities, notes or other obligations received by the Parent or any Restricted Subsidiary from the transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;

(3)Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Parent and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition;

(4)consideration consisting of Indebtedness of the Parent or any Restricted Subsidiary (other than Subordinated Indebtedness of the Issuers or a Guarantor) received after the Issue Date from Persons who are not the Parent or any Restricted Subsidiary; and

(5)any Designated Non-Cash Consideration received by the Parent or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of $66.0 million and 6.0% of

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Consolidated EBITDA (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(j)The Parent will comply (or procure compliance), to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of this covenant, the Parent will comply (or procure compliance) with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

Section 4.11Limitation on Transactions with Affiliates.

(a)The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Parent (such transaction or series of related transactions, an “Affiliate Transaction”) involving aggregate value in excess of the greater of $33.0 million and 3.0% of Consolidated EBITDA unless:

(1)the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Parent or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and

(2)in the event such Affiliate Transaction involves an aggregate value in excess of the greater of $66.0 million and 6.0% of Consolidated EBITDA, the terms of such transaction or series of related transactions have been approved by a majority of the members of the Board of Directors of the Parent resolving that such transaction complies with clause (1) above.

(b)The provisions of Section 4.11(a) will not apply to:

(1)any Restricted Payment permitted to be made pursuant to Section 4.07, any Permitted Payments (other than pursuant to Section 4.07(c)(9)(B)(ii)) or any Permitted Investment;

(2)any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent, any Restricted Subsidiary or any Holding Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred

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compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Parent, in each case in the ordinary course of business;

(3)any Management Advances and any waiver or transaction with respect thereto and any transaction pursuant to or in connection with an MEP, incentive scheme, deferred compensation or similar arrangement (including any MEP Payment);

(4)any transaction between or among the Parent and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries or any Receivables Subsidiary;

(5)the payment of reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Parent, any Restricted Subsidiary or any Holding Entity (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees);

(6)the Transactions and the entry into and performance of obligations of the Parent or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed, replaced or refinanced from time to time in accordance with the other terms of this covenant or to the extent not materially more disadvantageous to the Holders taken as a whole in the good faith judgment of an Officer of the Parent and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering;

(7)the execution, delivery and performance of any Tax Sharing Agreement and the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(8)any payments arising on the exercise of any put or call options (or any equivalent right or obligation) in relation to any Associate or transactions with customers, clients, landlords, suppliers or purchasers or sellers of goods or services, which, in each case, are in the ordinary course of business and are either fair to the Parent or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Parent or the relevant Restricted Subsidiary or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;

(9)any transaction in the ordinary course of business between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or an Associate or similar entity that would constitute an Affiliate Transaction

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solely because the Parent or a Restricted Subsidiary or any Affiliate of the Parent or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity and any Permitted Reorganization and related transactions;

(10)(a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors or an Officer of the Parent in their reasonable determination, (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement, as applicable and (c) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;

(11)without duplication in respect of payments made pursuant to Section 4.11(b)(12), (a) payments by the Parent or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Holding Entity) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed the greater of $11.0 million and 1.0% of Consolidated EBITDA in each twelve month period commencing on the Issue Date, and (b) customary payments by the Parent or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Holding Entity) for financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments in respect of this sub-paragraph (b) are approved by a majority of the Board of Directors or an Officer of the Parent in good faith;

(12)payment to any Permitted Holder of all reasonable out-of-pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Parent and its Subsidiaries;

(13)any transaction effected pursuant to or in connection with a Qualified Receivables Financing; and

(14)any transaction as to which the Parent delivers to the Trustee a written opinion from an Independent Financial Advisor stating that the transaction (i) is fair to the Parent and its Restricted Subsidiaries from a financial point of view, or (ii) meets the requirements of Section 4.11(a).

Section 4.12Limitation on Liens(1). The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any Lien upon any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned on the Issue Date or acquired after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (such Lien, the “Initial Lien”), except (a) in the case of any property or asset that does not constitute Collateral, (1) Permitted Liens or (2) Liens on property or assets that are not Permitted Liens if, subject

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to the Agreed Security Principles, the Notes (or a Note Guarantee in the case of Liens of a Guarantor) are secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured (provided that a Lien to secure Indebtedness Incurred pursuant to Section 4.09(b)(1)(i) or Section 4.09(b)(6) may have priority not materially less favorable to the Holders than that accorded to the Revolving Facilities under the Intercreditor Agreement), and (b) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.

Any such Lien created in favor of the Notes pursuant to sub-paragraph (a)(2) of this Section 4.12 shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates and (ii) otherwise as set forth under Section 12.04.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Section 4.13[Intentionally Omitted].

Section 4.14[Intentionally Omitted].

Section 4.15Offer To Repurchase upon Change of Control.

(a)If a Change of Control occurs, subject to the terms hereof, each Holder shall have the right to require the Issuers to repurchase all (equal to $200,000 or €100,000 aggregate principal amount, and integral multiples of $1,000 or €1,000 in excess thereof, as the case may be) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Issuers shall not be obliged to repurchase Notes pursuant to this Section 4.15 in the event and to the extent that they have unconditionally exercised their right to redeem all of the Notes pursuant to paragraphs 5 and 6 of the applicable Notes or all conditions to such redemption have been satisfied or waived.

(b)Unless the Issuers have unconditionally exercised their right to redeem all the Notes pursuant to paragraphs 5 and 6 of the applicable Notes or all conditions to such redemption have been satisfied or waived, no later than the date that is 60 days after any Change of Control, the Issuers shall send a notice (the “Change of Control Offer”) to each Holder of any such Notes, by email or otherwise in accordance with the procedures set forth in this Indenture, with a copy to the Trustee:

(1)stating that a Change of Control has occurred or may occur and that such Holder has the right to require the Issuers to purchase all or any part

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of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2)stating the repurchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is sent) (the “Change of Control Payment Date”);

(3)describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;

(4)describing the procedures determined by the Issuers, consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased; and

(5)if such notice is emailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control.

On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuers shall, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes so tendered;

(3)deliver or cause to be delivered to the Trustee an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers in the Change of Control Offer;

(4)in the case of Global Notes, deliver, or cause to be delivered, to the Paying Agent the Global Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered to and purchased by the Issuers; and

(5)in the case of Definitive Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive Notes accepted for purchase by the Issuers.

(c)If any Definitive Notes have been issued, the Paying Agent shall promptly wire to each Holder of Definitive Notes so tendered the Change of Control Payment for such Notes, and the Trustee or an Authentication Agent appointed by the Trustee shall promptly authenticate (or cause to be authenticated) and mail to each Holder of Definitive Notes a new Definitive Note equal in an aggregate principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in an aggregate principal amount that is at least $200,000 or €100,000 or an integral multiple of $1,000 or €1,000 in excess thereof.

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(d)Notwithstanding anything to the contrary in this Section 4.15, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control; provided that the Change of Control Payment Date will be no earlier than 10 days nor later than 60 days from the date a notice of such Change of Control Offer is emailed.

(e)The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(f)The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations (or exchange rules) and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of the conflict.

(g)If and for so long as the Notes are listed on the Official List of the Exchange, and if and to the extent that the rules of the Authority so require, the Issuers will notify the Authority of any Change of Control Offer.

(h)The provisions of this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of Holders of a majority in outstanding aggregate principal amount of the Notes under this Indenture.

(i)If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of the applicable series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third-party making a Change of Control Offer in lieu of the Issuers as described above, purchases all of Notes of the applicable series validly tendered and not withdrawn by such Holders, the Issuers or such third-party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of the applicable series that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on the Notes of the applicable series that remain outstanding to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). In determining whether the Holders of at least 90% of the aggregate principal amount of then-outstanding Notes of the applicable series have validly tendered and not withdrawn Notes in a Change of Control Offer for all of the Notes of the applicable series, as applicable, Notes owned by an affiliate of the Issuers or by funds controlled or managed by any affiliate of the Issuers, or any

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successor thereof, shall be deemed to be outstanding for the purposes of such tender offer or other offer, as applicable.

Section 4.16Additional Note Guarantees and Collateral.

(a)Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Parent shall not cause or permit any of its Restricted Subsidiaries that are not Guarantors or the Issuers, directly or indirectly, to Guarantee any Indebtedness under the Amended and Restated Revolving Facilities Agreement (or other Indebtedness that is Incurred under clause (1) of Section 4.09(b)) or any Public Debt exceeding $100.0 million in principal amount, in whole or in part unless, in each case, such Restricted Subsidiary becomes a Guarantor on the date on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached hereto as Exhibit D or other appropriate agreement pursuant to which such Restricted Subsidiary shall provide a Guarantee on the same terms and conditions as those set forth in this Indenture, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness (each such additional guarantee of the Notes, an “Additional Note Guarantee”). A Restricted Subsidiary that is not a Guarantor may become a Guarantor if it executes and delivers to the Trustee a supplemental indenture in the form attached hereto as Exhibit D pursuant to which such Restricted Subsidiary shall provide a Guarantee.

(b)Following the provision of any additional Guarantees as described in Section 4.16(a), subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement (if such security is being granted in respect of the other Indebtedness), any such Guarantor shall provide security over certain of its material assets (excluding any assets of such Guarantor which are subject to a Permitted Lien at the time of the execution of such supplemental indenture if providing such security interest would not be permitted by the terms of such Permitted Lien or by the terms of any obligations secured by such Permitted Lien) to secure its Guarantee on a first priority basis consistent with the security agreements related to the existing Collateral. Each additional Guarantee or security shall be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

(c)Notwithstanding Section 4.16(a) and Section 4.16(b), the Parent shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes or provide security to the extent and for so long as the Incurrence of such Guarantee could or the grant of such security would be inconsistent with the Intercreditor Agreement or the Agreed Security Principles.

Section 4.17Maintenance of Listing. The Issuers shall use their commercially reasonable efforts to obtain and maintain the listing of the Notes on the Official List of the Exchange for so long as such Notes are outstanding; provided that if the Issuers are unable to obtain admission to such listing or if at any time the Issuers determine that they shall not maintain such listing, they shall obtain and thereafter use its commercially

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reasonable efforts to maintain a listing of such Notes on another stock exchange deemed appropriate by the Board of Directors or an Officer of the Issuers.

Section 4.18Suspension of Covenants on Achievement of Investment Grade Status.

(a)If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until the Reversion Date, the provisions of this Indenture summarized under the following captions will not apply to such Notes: Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(a)(3) (together, the “Suspended Covenants”) and, in each case, any related default provision of this Indenture shall cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Parent or any of its Restricted Subsidiaries properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Parent’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b), to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be Incurred under Section 4.09(a) and Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(B).

(b)In addition, on the Reversion Date, (1) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during the continuance of the Suspension Event shall be deemed to be permitted pursuant to Section 4.11(b)(6) and (2) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in clauses (1) through (3) of Section 4.08(a) that becomes effective during the continuance of the Suspension Event shall be deemed to be permitted pursuant to sub-paragraph (1)(d) of Section 4.08(b).

(c)The Parent shall notify the Trustee that the conditions under this Section 4.18 have been satisfied, although such notification shall not be a condition for the suspension of the Suspended Covenants set forth above to be effective. The Trustee shall not be obliged to notify Holders of any Suspension Event or Reversion Date.

(d)Notwithstanding that the Suspended Covenants shall be reinstated on and from the Reversion Date, no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture with respect to the Suspended Covenants, and none of the Parent or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the continuance of the Suspension Event, or any

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actions taken at any time pursuant to any contractual obligation arising during the continuance of the Suspension Event, in each case, as a result of a failure to comply with the Suspended Covenants during the continuance of the Suspension Event (or, upon termination of the Suspension Event or after that time based solely on any action taken or event that occurred during the continuance of the Suspension Event), and following a Reversion Date, the Parent and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during the continuance of any Suspension Event to the extent that such contractual commitments or obligations are permitted or not prohibited under this Indenture, and to consummate the transactions contemplated thereby.

Section 4.19Further Instruments and Acts. Subject to the Agreed Security Principles, the Parent and its Restricted Subsidiaries and Topco shall, at their own expense, execute and do all such acts and things and provide such assurances as the Security Agent may reasonably require (i) for registering any Transaction Security Documents in any required register and for perfecting or protecting the security intended to be afforded by such Transaction Security Documents and (ii) if such Transaction Security Documents have become enforceable, for facilitating the realization of all or any part of the assets which are subject to such Transaction Security Documents and for facilitating the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets. Subject to the Agreed Security Principles, the Parent and its Restricted Subsidiaries and Topco shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably request.

Section 4.20IPO Pushdown.

(a)On, in contemplation of, or following an IPO Event, the Parent shall be entitled to require (by written notice to the Trustee (a “Pushdown Notice”)) that the terms of this Indenture and the Intercreditor Agreement (or any Additional Intercreditor Agreement) shall operate (with effect from the date specified in the relevant Pushdown Notice (the “Pushdown Date”)) on the basis that: (i) references to the Parent and Restricted Subsidiaries (and all related provisions) shall apply only to the IPO Pushdown Entity and its Restricted Subsidiaries from time to time, although the Issuers shall remain the same entities and the shares of the Issuers shall be subject to a Lien in favor of the “Secured Parties” (as defined in the Intercreditor Agreement or any Additional Intercreditor Agreement), that is substantially equivalent to the pledge of the shares of the Issuers entered into in connection with the offering of the Initial Notes; (ii) all financial ratios, basket calculations and financial definitions shall exclude any Holding Company of the IPO Pushdown Entity and all reporting obligations shall be assumed at the level of the IPO Pushdown Entity; (iii) each reference in this Indenture and/or the Intercreditor Agreement (or any Additional Intercreditor Agreement) to the “Parent” shall be deemed to be a reference to the IPO Pushdown Entity (to the extent applicable and unless the context requires otherwise); provided that nothing in this clause (a), including the deeming construct contemplated by this sub-paragraph (iii) and any action taken by the IPO Pushdown Entity prior to it being deemed to be the Parent, shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any covenant or other term in this Indenture or a Default or an Event of Default; (iv) none of the representations, warranties,

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undertakings, covenants or Events of Default in this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Transaction Security Documents shall apply to any entity of which the IPO Pushdown Entity is a Subsidiary (whether in its capacity as a Guarantor or otherwise); (v) no event, matter or circumstance relating to any Holding Company of the IPO Pushdown Entity (whether in its capacity as a Guarantor or otherwise) shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any covenant or other term in this Indenture or a Default or an Event of Default; (vi) each Holding Company of the IPO Pushdown Entity shall be irrevocably and unconditionally released from all obligations under this Indenture, the Intercreditor Agreement (or any Additional Intercreditor Agreement) and any guarantee and any security granted by any such Holding Company (subject to sub-paragraph (i) above); and (vii) unless otherwise notified by the Parent: (A) each person which is party to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an “Investor” or an “Intra-Group Lender” shall be irrevocably and unconditionally released from the Intercreditor Agreement (or any Additional Intercreditor Agreement) and all obligations and restrictions under the Intercreditor Agreement or any Additional Intercreditor Agreement (and from the date specified by the Parent that Person shall cease to be party to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be, and shall have no further rights or obligations under the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be); and (B) there shall be no obligation or requirement for any Person to become party to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be; and (viii) in the event that any Person is released from or does not become party to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be, as a consequence of this sub-paragraph (a), any term of this Indenture and/or the Intercreditor Agreement (or any Additional Intercreditor Agreement) which requires or assumes that any Person be an Investor or Intra-Group Lender, as the case may be, or that any liabilities or obligations to such Person be subject to the Intercreditor Agreement (or any Additional Intercreditor Agreement) or otherwise subordinated shall cease to apply. A Pushdown Notice may not be delivered if a Default or Event of Default has occurred and is continuing (disregarding any Default or Event of Default that could be deemed to arise in connection with the transactions contemplated by this provision).

(b)The Trustee and the Security Agent shall be required to enter into any amendment to this Indenture or amendment to or replacement of the Intercreditor Agreement or the Transaction Security Documents required by the Parent in writing and/or take such other action as is required by the Parent in order to facilitate or reflect any of the matters contemplated by sub-paragraph (a) above (the “IPO Pushdown”); provided that such amendment, replacement or other document or instrument does not impose any personal obligations on the Trustee or the Security Agent or, in the opinion of the Trustee or the Security Agent, as appropriate, does not affect the rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent, as applicable, under such amendment, replacement or other document or instrument. The Trustee and the Security Agent are each irrevocably authorized and instructed by the Holders (without any consent by the Holders) to execute any

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such amended or replacement documents and/or take such other action on behalf of the Holders (and shall do so on the request of and at the cost of the Parent).

(c)For the purpose of this covenant, the “IPO Pushdown Entity” shall be the Parent or any Restricted Subsidiary of the Parent notified to the Trustee by the Parent in writing as the Person to be treated as the IPO Pushdown Entity in relation to the relevant IPO Event; provided that: (i) the IPO Pushdown Entity shall be the Parent or a Restricted Subsidiary which will issue shares, or whose shares are to be sold, pursuant to that IPO Event (or a Holding Company of such member of the Group); (ii) the Issuers shall become Restricted Subsidiaries of the IPO Pushdown Entity; and (iii) the Parent may not designate as the IPO Pushdown Entity any entity which is not a direct or indirect Holding Company of the Parent or the Restricted Subsidiaries constituting all or substantially all of the Group’s assets.

(d)If the Parent delivers a Pushdown Notice to the Trustee pursuant to sub-paragraph (a) above in relation to a contemplated IPO Event, it shall be entitled to revoke that Pushdown Notice at any time prior to the occurrence of the relevant IPO Event by written notice to the Trustee. In the event that any Pushdown Notice is revoked in accordance with this sub-paragraph (d): (i) the provisions of sub-paragraphs (a)(i) to (a)(vii) above shall cease to apply in relation to that Pushdown Notice; (ii) if any security has been released pursuant to sub-paragraph (a) above in reliance on that Pushdown Notice, subject to the Agreed Security Principles, the Parent or the relevant Restricted Subsidiary shall as soon as reasonably practicable execute a replacement Transaction Security Document in respect of that security; and (iii) if any Person party to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be, has been released from the Intercreditor Agreement pursuant to sub-paragraph (a)(vii) above in reliance on that Pushdown Notice, that Person shall as soon as reasonably practicable accede to the Intercreditor Agreement (or any Additional Intercreditor Agreement) as an Investor or Intra-Group Lender, as the case may be.

For the avoidance of doubt: (A) nothing in sub-paragraph (d) above shall prohibit or otherwise restrict the Parent from delivering a further Pushdown Notice in relation to any actual or contemplated IPO Event; and (B) revocation of a Pushdown Notice shall not, and shall not be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in this Indenture or the Intercreditor Agreement (or any Additional Intercreditor Agreement) or a Default or an Event of Default (whether by reason of any action or step taken by any Person, or any matter or circumstance arising or committed, while that Pushdown Notice was effective or otherwise).

Section 4.21Financial Calculations.

(a)When calculating the satisfaction of or availability under any Applicable Metric in this Indenture in connection with any Applicable Transaction, the date of determination of such Applicable Metric shall, at the option of the Parent, be any Applicable Test Date. If the Parent elects to determine any Applicable Metric as of any Applicable Test Date, it shall give pro forma effect to any other Applicable Transactions that have occurred up to (and including) such Applicable Test Date; provided that the pro forma calculation may exclude any non-recurring fees, costs and expenses attributable to any Applicable Transaction.

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(b)If compliance with an Applicable Metric is established in accordance with Section 4.21(a), such Applicable Metric shall be deemed to have been complied with (or satisfied) for all purposes; provided that (i) the Parent may elect, in its sole discretion, to recalculate any Applicable Metric on the basis of a more recent Applicable Test Date, in which case, such date of redetermination shall thereafter be deemed to be the relevant Applicable Test Date for purposes of such Applicable Metrics; and (ii) save as contemplated in sub-paragraph (i) of this Section 4.21(b), compliance with any Applicable Metric shall not be determined or tested at any time after the relevant Applicable Test Date for such transaction and any actions or transactions related thereto.

(c)If any Applicable Metric for which compliance was determined or tested as of an Applicable Test Date would at any time after the Applicable Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in such Applicable Metric (or any other Applicable Metric), such Applicable Metric will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations.

(d)If any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the Applicable Test Date would at any time after the Applicable Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or an Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing).

(e)If an item of Indebtedness (or any portion thereof) is committed, incurred or issued, any Lien is committed or incurred or any other transaction is undertaken or any Applicable Metric is tested in reliance on a ratio-based basket based on the Fixed Charge Coverage Ratio, the Consolidated Senior Secured Leverage Ratio, the Consolidated Leverage Ratio or any other ratio based Applicable Metric, such ratios shall be calculated without regard to the Incurrence of any Indebtedness to finance the working capital needs of the Parent and its Restricted Subsidiaries under any revolving facility, letter of credit facility, bank guarantee facility or bonding facility and/or other debt which is available to be re-drawn (including under the Revolving Facilities, any guarantee facility or any ancillary facility under the Amended and Restated Revolving Facilities Agreement) and, for the avoidance of doubt, any undrawn commitments for Indebtedness (including under a revolving facility or guarantee facility) shall be disregarded for the purposes of testing the Applicable Metric.

(f)If any Applicable Metric is determined by reference to the greater of a fixed amount (the “numerical permission”) and a percentage of Consolidated EBITDA (the “grower permission”) and the grower permission of the Applicable Metric exceeds the applicable numerical permission at any time as a result of an acquisition or Investment that is permitted under this Indenture, the numerical permission shall be deemed to be increased to the highest amount of the grower permission reached from time to time as a result of any such acquisitions and/or investments and shall not subsequently be reduced as a result of any decrease in the grower permission.

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(g)Subject to Section 4.09, if a proposed action, matter, transaction or amount (or a portion thereof) is incurred or entered into pursuant to a numerical permission and at a later time would subsequently be permitted under a ratio-based permission, unless otherwise elected by the Parent, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based permission.

(h)For any relevant Applicable Metric set by reference to a fiscal year, a calendar year, a four-quarter period or any other similar annual period (each an “Annual Period”):

(1)at the option of the Parent, the maximum amount so permitted under such Applicable Metric during such Annual Period may be increased by: (A) an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Parent and its Restricted Subsidiaries during such preceding Annual Period (the “Carry Forward Amount”); and/or (B) an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and

(2)to the extent that the maximum amount so permitted under such Applicable Metric during such Annual Period is increased in accordance with clause (1) of this Section 4.21(h), any usage of such Applicable Metric during such Annual Period shall be deemed to be applied in the following order: (A) first, against the Carry Forward Amount; (B) second, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with clause (1) of this Section 4.21(h); and (C) third, against the Carry Back Amount.

(i)Notwithstanding anything to the contrary in this Indenture, when calculating any financial definition or ratio under this Indenture, the Parent shall be permitted to exclude all or any part of any expenditure or other negative item (and/or the impact thereof) directly or indirectly relating to or resulting from (1) the Transactions; (2) any acquisition, Investment or other joint venture permitted by the terms of this Indenture or the impact from purchase price accounting; (3) start-up costs for new businesses and branding or re-branding of existing businesses; (4) costs or expenses relating to employee relocation, retraining, severance and termination, business interruption, reorganization and other restructuring or cost cutting measures, the rationalization, re-branding, start up, reduction or elimination of product lines, assets or businesses, the consolidation, relocation or closure of retail administrative or production locations and other similar items (for the avoidance of doubt, excluding any related capital expenditure); and/or (5) research and development expenditure (and the capitalization thereof).

(j)In determining any Applicable Metric, any determination of the cash and Cash Equivalents of the Group (or similar) may (at the sole discretion of the Parent): (i) be deemed to include the cash and Cash Equivalents of any target or asset to be acquired by or merged, consolidated or otherwise integrated with the Group pursuant to the terms of a legally binding agreement and to the extent such cash or

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Cash Equivalents are retained by the relevant target or assets at the time of determination; and/or (ii) the Parent may make such determination on any Applicable Test Date or such other date selected by the Parent.

Article V

Merger and Consolidation

Section 5.01The Issuers and the Parent.

(a)Neither the Issuers nor the Parent will consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless (and subject to the other terms of this Indenture):

(1)the resulting, surviving or transferee Person (the “Successor Company”) (if not the Parent or the Issuers, as applicable) will be a Person organized and existing under the laws of any Permissible Jurisdiction and the Successor Company (if not the Parent or the Issuers, as applicable) will expressly assume (subject in each case to any limitation contemplated by the Agreed Security Principles), (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Parent or the Issuers, as applicable, under the Notes and this Indenture and (b) to the extent required by applicable law to effect such assumption, all obligations of the Parent or the Issuers, as applicable, under this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Transaction Security Documents;

(2)immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(3)in respect of any consolidation or merger by the Parent or conveyance, transfer or lease of all or substantially all of the assets of the Parent only, immediately after giving effect to such transaction, either (a) the Successor Company would be permitted to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.09(a), or (b) the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction is consummated would not be lower than it was immediately prior to giving effect to such transaction; and

(4)in respect of any consolidation or merger by the Parent or conveyance, transfer or lease of all or substantially all of the assets of the Parent only, the Parent shall have delivered to the Trustee an Officer’s Certificate that such consolidation, merger or transfer and such supplemental indenture (if any) complies with this Indenture, and that all conditions precedent provided for therein relating to such transaction have been complied with or satisfied, and that the assumption (if any) of obligations under clause

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(1) above constitutes the legal, valid and binding obligation of the Successor Company. The Trustee shall be entitled to rely conclusively on such Officer’s Certificate without independent verification.

(b)Any Indebtedness that becomes an obligation of the Parent or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this covenant, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 4.09.

(c)The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Parent under this Indenture and the Notes but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this Indenture or the Notes.

(d)Notwithstanding the preceding clauses (2) and (3) of this Section 5.01(a) and Section 5.02 (which do not apply to transactions referred to in this sentence), (x) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Parent and (y) any Restricted Subsidiary that is not a Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (2) and (3) of this Section 5.01(a) (which do not apply to the transactions referred to in this sentence), the Parent may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Parent, reincorporating the Parent in another jurisdiction, or changing the legal form of the Parent.

(e)This Section 5.01 (other than the requirements of Section 5.01(a)(2)) will not apply to (i) any transactions which constitute an Asset Disposition if the Parent has complied with Section 4.10 or (ii) the creation of a new subsidiary as a Restricted Subsidiary.

Section 5.02Subsidiary Guarantors. No Subsidiary Guarantor may (other than a Subsidiary Guarantor whose guarantee is to be released in accordance with the terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement):

(1)consolidate with or merge with or into any Person;

(2)sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or

(3)permit any Person to merge with or into such Subsidiary Guarantor,

unless:

(A)the other Person is the Parent or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor; or

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(B)(1)either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes (in each case, subject to any limitation contemplated by the Agreed Security Principles) all of the obligations of the Guarantor under its Note Guarantee and, to the extent required by applicable law to effect such assumption, the obligations under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Transaction Security Documents to which it is a party, in each case, subject to any limitation contemplated by the Agreed Security Principles; and

(2)immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(C)the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Parent or a Restricted Subsidiary) otherwise permitted by this Indenture.

(D)Notwithstanding Section 5.02(3)(B) and the provisions of Section 5.01 (which do not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (b) if there is more than one Subsidiary Guarantor, any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of their respective properties and assets to any other Subsidiary Guarantor, as the case may be. Notwithstanding Section 5.02(3)(B)(2) (which does not apply to the transactions referred to in this sentence), a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor reincorporating such Subsidiary Guarantor in another jurisdiction, or changing the legal form of such Subsidiary Guarantor, as the case may be.

Section 5.03Permitted Reorganizations. Nothing in this Article V shall prohibit or otherwise restrict (or impose any additional requirements or conditions in relation to) any Permitted Reorganization under clause (1) of the definition thereof.

Article VI

Defaults and Remedies

Section 6.01Events of Default.

(a)Each of the following is an “Event of Default”:

(1)default in any payment of interest or Additional Amounts, if any, on any Note when due and payable, continued for 30 days;

(2)default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated

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Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(3)failure to comply for 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ obligations under Section 4.15 or the obligations of the Parent and the Restricted Subsidiaries under Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.16, 4.17, 4.18, 4.19, 4.21, 5.01, 5.02, 9.07 or 12.03 (in each case, other than a failure to purchase Notes which will constitute an Event of Default under Section 6.01(a)(2));

(4)failure by the Parent or any of its Restricted Subsidiaries to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with the Issuers’ or the Guarantors’ other agreements contained in this Indenture;

(5)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Parent or any of its Restricted Subsidiaries) other than Indebtedness owed to the Parent or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(A)is caused by a failure to pay principal at Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or

(B)results in the acceleration of such Indebtedness prior to its maturity;

and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates in excess of $150 million;

(6)(A) a legal proceeding or formal procedure is commenced seeking a decree or order for (i) relief in respect of the Parent, the Issuers, Topco, or a Significant Subsidiary, or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law, (ii) appointment of a receiver, administrative receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestrator, compulsory manager or similar official of the Parent, the Issuers, Topco, or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all the property and assets of the Parent, the Issuers, Topco, or a

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Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Parent, the Issuers, Topco, or a Significant Subsidiary, or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary (other than, except in the case of the Issuers, a solvent winding up or liquidation in connection with a transfer of assets among the Parent and the Restricted Subsidiaries) and, in each case, such proceeding shall remain unstayed and in effect for a period of 30 consecutive days; or (B) other than, except in the case of the Issuers, in relation to a solvent winding up or liquidation in connection with a transfer of assets among the Parent and the Restricted Subsidiaries, the Parent, the Issuers, Topco, or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary (i) commences a voluntary case (including taking any action for the purpose of winding up) under any applicable Bankruptcy Law, or consents to the entry of an order for relief in an involuntary case under any such law, or enters into a scheme of arrangement for the purpose of restructuring all or a portion of its debts (ii) consents to the appointment of or taking possession by a receiver, administrative receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestrator, compulsory manager or similar official of the Parent, the Issuers, Topco, or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all the property and assets of the Parent, the Issuers, Topco or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

(7)failure by the Issuers, the Parent, a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent and its Restricted Subsidiaries), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $150 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and due;

(8)any security interest under the Transaction Security Documents on any material Collateral having a fair market value in excess of $150 million shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the relevant Transaction Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and this Indenture) for any reason other than the satisfaction in full of all obligations under this Indenture or the release or amendment of any such security interest

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in accordance with the terms of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or such Transaction Security Document or any such security interest created thereunder shall be declared invalid or unenforceable in a final non-appealable decision of a court of competent jurisdiction or an Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; and

(9)any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Intercreditor Agreement and this Indenture), or a Guarantor denies or disaffirms its obligations under its Note Guarantee in writing, other than in accordance with the terms thereof or upon release of the Note Guarantee in accordance with this Indenture.

(b)A default under clauses (3), (4), (5) or (7) of Section 6.01(a) will not constitute an Event of Default until the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding Notes notify the Parent of the default and, with respect to clauses (3), (4), (5) and (7) of Section 6.01(a), the Parent does not cure such default (or arranges for such default to be cured) within the time specified in clauses (3), (4), (5) or (7) of Section 6.01(a), as applicable, after receipt of such notice.

(c)If a Default occurs and is continuing and a Trust Officer of the Trustee is informed in writing of such occurrence by the Parent, the Trustee shall give notice of the Default to the Holders within 90 days after being notified by the Parent.

(d)Holders of the Notes may not enforce this Indenture or the Notes except as provided herein and may not enforce the Transaction Security Documents except as provided in such Transaction Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement.

Section 6.02Acceleration. If an Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee by notice to the Parent, or the Holders of at least 30% in aggregate principal amount of the outstanding Notes by written notice to the Parent and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

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If an Event of Default described in Section 6.01(a)(6) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Section 6.03Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture or any Transaction Security Document. Following such Event of Default, the Trustee is entitled to require all Agents to act under its direction.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence to the Event of Default. No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults. Subject to Section 9.02, the Trustee, upon receipt of written notice from the Holders of a majority in aggregate principal amount of the Notes then outstanding, may on behalf of the Holders of all the Notes waive all past or existing Defaults or Events of Default (except with respect to (i) nonpayment of principal, premium or interest, or Additional Amounts, if any and (ii) a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holders of at least 90% of the principal amount of the Notes then outstanding, each of which may only be waived with the consent of the Holders of at least 90% of the principal amount of the Notes then outstanding) and rescind any such acceleration with respect to such Notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing and a Trust Officer of the Trustee has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification and/or security (including by way of prefunding) satisfactory to it against all losses and expenses caused by taking or not taking such action.

Section 6.06Limitation on Suits. Subject to Article VII, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security (including by way

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of prefunding) satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

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

(2)Holders of at least 30% in aggregate principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;

(3)such Holders have offered in writing the Trustee indemnity and/or security (including by way of prefunding) satisfactory to the Trustee against any loss, liability or expense;

(4)the Trustee has not complied with such request within 60 days after the receipt of the offer of security and/or indemnity (including by way of prefunding); and

(5)the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

Section 6.07[Intentionally Omitted].

Section 6.08Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Notes for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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

Section 6.09Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the properly incurred compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers, any other obligor upon the Notes, their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due

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to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money, subject to the terms of the Intercreditor Agreement, in the following order:

First: to the Trustee, its agents and attorneys and the Agents for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Issuers shall mail, email or otherwise transmit to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.11Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee or a suit by Holders of more than 10% in principal amount of the then outstanding Notes, or to any suit initiated by any Holder for the enforcement of the payment of any principal of or interest on any Note, on or after its maturity date.

Section 6.12Stay, Extension and Usury Laws. The Parent and its Restricted Subsidiaries shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Parent and its Restricted Subsidiaries (to the extent that they may lawfully

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do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Article VII

The Trustee

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred, of which the Trustee has been notified in accordance with the provisions of this Indenture, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default of which the Trustee has been notified in accordance with the provisions of this Indenture:

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

(2)the Trustee may conclusively rely upon, as to the truth of the statements and the correctness of the opinions expressed therein, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions specifically required to be furnished to it hereunder, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

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

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Trustee, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05; and

(4)no provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the

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performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, it being understood that the Trustee shall not be required to advance its own funds in connection with its duties and responsibilities as Trustee.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.01.

(e)The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or the Intercreditor Agreement at the request of any Holders, unless such Holders have provided to the Trustee security and/or prefunding and/or indemnity satisfactory to it against any loss, liability or expense.

(f)The Trustee and the Agents shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee and the Agents need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee and each Agent may rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (including Officer’s Certificates and Opinions of Counsel) believed by it to be genuine and to have been signed or presented by the proper person.

(b)Neither the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Trustee or its Agent, as the case may be, in its discretion, may make reasonable further inquiry or investigation into such facts or matters stated in such document and if the Trustee or an Agent, as the case may be, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers and the Guarantors, at reasonable times during normal business hours, personally or by agent or attorney at the sole expense of the Issuers, and shall incur no liability of any kind by reason of such inquiry or investigation.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney, delegate, depositary, or agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

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(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of the Issuers.

(f)The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default) unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received by the Trustee (attention: Trust & Agency Services) and such notice clearly references the Notes, the Issuers and this Indenture. The Trustee shall be under no obligation to monitor financial performance of the Parent or the Issuers.

(g)The Trustee shall have no duty to inquire as to the Issuers’ performance of the covenants in Article IV.

(h)Neither the Trustee, the Agents nor any Depositary through which the Notes are traded shall have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note.

(i)The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.

(j)In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken.

(k)The permissive right of the Trustee to take the actions enumerated in this Indenture or the Intercreditor Agreement will not be construed as an obligation or duty to do so and the Trustee will not be answerable other than for its own gross negligence or willful default.

(l)Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or Opinions of Counsel, as applicable).

(m)The rights, privileges, protections, immunities, indemnities and benefits given to, and disclaimers of, the Trustee, including, without limitation, its right to be indemnified and/or secured (including by way of prefunding), are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent (including the Agents, the Authentication Agent and the Security Agent), custodian and other Person employed to act hereunder. Absent willful misconduct or gross negligence, each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.

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(n)The Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(o)Under no circumstances will the Trustee be liable to the Parent for any indirect, punitive or consequential loss (including, but not limited to, loss of business, goodwill, opportunities or profit) even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.

(p)The Trustee and the Agents will be entitled to assume, without inquiry, that the Issuers and the Parent have performed in accordance with all the provisions of this Indenture or Intercreditor Agreement, unless notified to the contrary.

(q)The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in New York or if it is determined by any court or other competent authority in that jurisdiction or in New York that it does not have such power.

(r)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may retain professional advisors to assist them in performing their duties. The Trustee may consult with counsel or other professional advisors and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(s)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary Union or any other national or international calamity or emergency (including natural disasters or acts of God), it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(t)The Trustee will not be liable to any Person if prevented or delayed in performing any of their obligations or discretionary functions under this Indenture by reason of any present or future law applicable to them, by any governmental or regulatory authority or by any circumstances beyond their control.

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(u)At any time that the security granted pursuant to the Transaction Security Documents has become enforceable and the Holders have given a direction to the Trustee to enforce such Collateral, the Trustee is not required to give any direction to the Security Agent with respect thereto unless it has been indemnified and/or secured in accordance with Section 7.01. In any event, in connection with any enforcement of such security, the Trustee is not responsible for:

(1)any failure of the Security Agent to enforce such security within a reasonable time or at all;

(2)any failure of the Security Agent to pay over the proceeds of enforcement of the Collateral;

(3)any failure of the Security Agent to realize such security for the best price obtainable;

(4)monitoring the activities of the Security Agent in relation to such enforcement;

(5)taking any enforcement action itself in relation to such security;

(6)agreeing to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for its own account; or

(7)paying any fees, costs or expenses of the Security Agent.

Section 7.03Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Parent or the Issuers or any of their respective Affiliates or Subsidiaries with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interests it must eliminate such conflict within 90 days, or resign. Any Agent may do the same with like rights. The Trustee is also subject to Section 7.10.

Section 7.04Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Note Guarantee and it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.

Section 7.05Notice of Defaults. If a Default occurs and is continuing and the Trustee has been notified of such Default in accordance with the provisions of this Indenture, the Trustee shall email or otherwise transmit to each Holder a notice of the Default within 90 days after being notified by the Parent.

Section 7.06 [Intentionally Omitted].

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Section 7.07Compensation and Indemnity.

(a)The Issuers and each Guarantor, jointly and severally, shall pay to the Trustee and the Agents from time to time such compensation for its acceptance of this Indenture and services hereunder and thereunder as the shall from time to time be agreed in writing between them. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers and each Guarantor, jointly and severally, shall reimburse the Trustee and the Agents promptly upon request for all disbursements, advances and expenses properly incurred or made by it, including costs of collection, any additional fees the Trustee and the Agents may incur acting after a Default or an Event of Default and any fees the Trustee and the Agents may incur in connection with exceptional duties in relation thereto, in addition to the compensation for its services. Such expenses will include the properly incurred compensation, disbursements, expenses and advances of the Trustee’s agents, counsel, accountants and experts.

(b)The Issuers and each Guarantor, jointly and severally, shall indemnify the Trustee and the Agents, and hold them harmless, against any and all losses, claims, damages, liabilities or expenses (including properly incurred attorney’s fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and its duties under this Indenture or under the Intercreditor Agreement, including the costs and expenses of enforcing this Indenture against the Issuers and each Guarantor (including this Section 7.07) and defending themselves against any claim (whether asserted by the Issuers, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee and the Agents shall notify the Issuers and each Guarantor promptly of any claim for which it may seek indemnity. Failure by the Trustee and the Agents to so notify the Issuers and each Guarantor shall not relieve the Issuers or any Guarantor of its obligations hereunder. At the Trustee’s sole discretion, the Issuers may defend the claim and the Trustee and the Agents shall provide reasonable cooperation and may participate at the Issuers’ expense in the defense. Alternatively, the Trustee and the Agents may at their option have separate counsel of their own choosing and the Issuers or a Guarantor shall pay the properly incurred fees and expenses of such counsel; provided that the Issuers or a Guarantor shall not be required to pay such fees and expenses if, at the discretion of the Trustee, it assumes the Trustee’s defense and there is, in the opinion of the Trustee, no conflict of interest between the Issuers or the Guarantor and the Trustee in connection with such defense and no Default or Event of Default has occurred and is continuing. The Issuers or the Guarantor need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Issuers or the Guarantor need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its gross negligence or willful misconduct as determined in a final non-appealable determination of the court.

(c)The obligations of the Issuers and each Guarantor under this Section 7.07 and any Lien arising hereunder will survive the resignation or removal of the Trustee, the discharge of the Issuers and each Guarantor’s obligations pursuant to Article X or the termination of this Indenture.

(d)To secure the Issuers and Guarantor’s payment obligations in this Section 7.07, the Trustee and each Agent will have a Lien prior to the Notes on all

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money or property held or collected by the Trustee or an Agent, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)All payments made by the Issuers and each Guarantor under this Section 7.07 shall be made free and clear of, and without withholding or deduction for, any Taxes unless such Issuer or Guarantor is required to make such payment subject to the deduction or withholding of Tax, in which case, the sum payable by the Issuers or such Guarantor (in respect of which such deduction or withholding is made) shall be increased to the extent necessary to ensure that the Trustee or the Agents, as applicable, receives a sum net of any withholding or deduction equal to the sum which would have been received had no such withholding or deduction been made or required to be made.

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee, or any Holder who has been a bona fide Holder for not less than six months may petition any court for the removal of the Trustee and the appointment of a successor Trustee, if:

(1)the Trustee fails to comply with Section 7.10;

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

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

(4)the Trustee becomes incapable of acting; or

(5)the Trustee has or acquires a conflict of interest in its capacity as Trustee that this is not eliminated.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

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(d)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture and the Intercreditor Agreement. The successor Trustee shall transmit a notice of any succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the lien provided for in Section 7.07.

(e)The Issuers covenant that, in the event of the Trustee giving reasonable notice pursuant to this Section 7.08, they shall use their best endeavors to procure a successor Trustee to be appointed. If a successor Trustee is not appointed and does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office.

(f)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee.

(g)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(h)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall transmit a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 will continue for the benefit of the retiring Trustee or Agent as the case may be, and the Issuers shall pay to any replaced or removed Trustee or Agent all amounts owed under Section 7.07 upon such replacement or removal.

Section 7.09Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another entity, the successor entity without any further act will be the successor Trustee.

Section 7.10Eligibility; Disqualification. There will at all times be a Trustee hereunder that is an entity established, registered or doing business under the laws of England and Wales, the United States or of any state thereof or a European Union member state or political subdivision thereof that is authorized under such laws to exercise corporate trustee power, and which is generally recognized as an entity which customarily performs

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such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Initial Notes.

Section 7.11Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Issuers. The Trustee or the Issuers may remove any Agent at any time by giving thirty (30) days’ prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuers, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuers are unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Issuers. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.07. The Agents shall act solely as agents of the Issuers.

Article VIII

Legal Defeasance and Covenant Defeasance

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance. The Parent and the Issuers may, at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes of a series, the Note Guarantees (with respect to the Notes of such series), this Indenture (with respect to the Holders of the Notes of such series in their capacity as such), the Intercreditor Agreement (with respect to the Notes of such series) and the Transaction Security Documents (with respect to the Notes of such series), and cause the release of all Liens on the Collateral granted under the Transaction Security Documents (with respect to the Notes of such series) upon compliance with the conditions set forth below in this Article VIII.

Section 8.02Legal Defeasance and Discharge. Upon the Parent’s or the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.02 with respect to a series of Notes, the Issuers, Topco and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes of such series, the Note Guarantees with respect to the Notes of such series, this Indenture with respect to the Holders of the Notes of such series in their capacity as such, the Intercreditor Agreement with respect to the Notes of such series and the Transaction Security Documents with respect to the Notes of such series, and cause the release of all Liens on the Collateral granted under the Transaction Security Documents with respect to the Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers, Topco and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of the applicable series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all

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their other obligations under such Notes, the Note Guarantees with respect to such Notes, this Indenture with respect to the Holders of such Notes in their capacity as such, the Intercreditor Agreement with respect to such Notes and the Transaction Security Documents with respect to such Notes and cause the release of all Liens on the Collateral granted under the Transaction Security Documents (other than with respect to the defeasance trust (as defined below)) with respect to such Notes (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of outstanding Notes of the applicable series to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to in Section 8.04;

(b)the Issuers’ obligations with respect to the Notes of the applicable series concerning issuing temporary Notes of such series, registration of Notes of such series, mutilated, destroyed, lost or stolen Notes of such series and the maintenance of an office or agency for payment and money for security payments held in trust set forth in Article II;

(c)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith; and

(d)this Article VIII.

Subject to compliance with this Article VIII, the Issuers and the Parent may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03.

Section 8.03Covenant Defeasance. Upon the Parent’s or the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03 with respect to a series of Notes, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their obligations under the covenants contained in Section 3.09, Article IV, Section 5.01 (other than with respect to clauses (a)(1) and (a)(2) thereunder), Section 5.02 (other than with respect to clauses (1) and (2) thereunder) and Section 12.03 and the default provisions relating to such covenants described under Section 6.01 and the operation of clauses (5), (6) (other than with respect to the Issuers and the Parent), (7), (8) and (9) of Section 6.01(a), in each case, with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of the applicable series, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 with respect to such Notes, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition,

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upon the Parent’s or the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03 with respect to a series of Notes, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(a)(3) (other than with respect to Sections 5.01(a)(1), 5.01(a)(2), 5.02(A) and 5.02(B)) or clauses (4), (5), (6) (other than with respect to the Issuers and the Parent), (7), (8) or (9) of Section 6.01(a).

Section 8.04Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise the Issuers’ option under Section 8.02 or Section 8.03, in each case with respect to one or more series of Notes, the Issuers must irrevocably deposit in trust (the “defeasance trust”) with the Trustee (or such other entity designated or appointed as agent by the Trustee for this purpose) (i) with respect to Notes denominated in U.S. dollars, cash in U.S. dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations and (ii) with respect to Notes denominated in euro, cash in euro, euro-denominated European Government Obligations or a combination of cash in euro and euro-denominated European Government Obligations, in each case, in such amounts as will be sufficient, in the good faith determination of the Board of Directors or an Officer of the Parent, for the payment of principal, premium, if any, and interest on the applicable Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of:

(a)an Opinion of Counsel in the United States to the effect that Holders of the applicable Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law since the Issue Date);

(b)an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of an Issuer;

(c)an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with;

(d)an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and

(e)all other documents or other information that the Trustee may reasonably require in connection with the Issuers’ option under Section 8.02 or Section 8.03.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and U.S. Government Obligations or European Government Obligations (including, in each case, the proceeds thereof) deposited with the Trustee (or such other entity designated or appointed as

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agent by the Trustee for this purpose, or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes of one or more series will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and securities so held in trust are not subject to the Intercreditor Agreement and the Trustee is not prohibited from paying such funds to Holders of such Notes by the terms of this Indenture or the Intercreditor Agreement.

The Issuers shall pay and indemnify the Trustee against any Taxes imposed or levied on or assessed against the cash, U.S. Government Obligations or European Government Obligations deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such Taxes which by law are for the account of the Holders of the outstanding Notes.

The obligations of the Issuers under this Section 8.05 shall survive the resignation or renewal of the Trustee and/or satisfaction and discharge of this Indenture.

Notwithstanding anything in this Article VIII to the contrary, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money, U.S. Government Obligations or European Government Obligations held by it as provided in Section 8.04 which are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Issuers. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers in trust, for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be made available to the newswire of Bloomberg or, if Bloomberg does not operate, any similar agency and, if and so long as the Notes are listed on the Official List of the Exchange, and the rules of the Authority so require, publish a notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

Section 8.07Reinstatement. If the Trustee or Paying Agent is unable to apply any euro, dollar, U.S. Government Obligations or European Government Obligations in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Parent’s obligations under this Indenture and the applicable Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note

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following the reinstatement of their obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Article IX

Amendment, Supplement and Waiver

Section 9.01Without Consent of Holders.

(a)Notwithstanding Section 9.02, the Issuers, the Guarantors, the Trustee and the other parties thereto, as applicable, may amend or supplement any Note Document or the Note Guarantees without the consent of any Holder to:

(1)cure any ambiguity, omission, defect, error or inconsistency, conform any provision of the Note Documents to the “Description of the Notes” contained in an offering memorandum pursuant to which the applicable series of Notes were offered for purchase (to the extent such amendment or supplement is in respect of Note Documents for a new series of Notes without affecting the Note Documents for Notes already in issue), or reduce the minimum denomination of the Notes;

(2)provide for the assumption by a successor Person of the obligations of the Issuers or the Guarantors under any Note Document;

(3)provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 4701(b)(1)(B) of the Code) or change the minimum denominations for the Notes;

(4)add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Issuers, the Parent or any Restricted Subsidiary;

(5)make any change that would provide additional rights or benefits to the Trustee or the Holders or does not adversely affect the rights of or benefits to the Trustee or any Holder in any material respect;

(6)make such provisions as necessary (as determined in good faith by the Board of Directors or an Officer of the Parent) for the issuance of Additional Notes;

(7)provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 and Section 4.16, to add Note Guarantees, add security to or for the benefit of the Notes, or confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Transaction Security Documents) or any amendment in respect thereon with respect to or securing the Notes when such release, termination, discharge or retaking or amendment is permitted under this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Transaction Security Documents;

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(8)evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; or

(9)in the case of the Transaction Security Documents, mortgage, pledge, hypothecate or grant a security interest in favor of the Security Agent for the benefit of parties to the Amended and Restated Revolving Facilities Agreement or the Amended and Restated Senior Term Facilities Agreement in any property which is required by the Amended and Restated Revolving Facilities Agreement or the Amended and Restated Senior Term Facilities Agreement (in each case, as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Security Agent, or to the extent necessary to grant a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited by this Indenture and Section 12.03 is complied with.

(b)In formulating its decisions on matters related to Section 9.01(a), the Trustee shall be entitled to rely on such evidence as it deems appropriate, including Officer’s Certificates and Opinions of Counsel.

(c)Upon the request of the Issuers, and upon receipt by the Trustee of (i) the documents described in Section 7.02 and (ii) with respect to the execution of any supplemental indenture for any future Subsidiary Guarantor, the documents described in Section 11.06, the Trustee shall join with the Issuers in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties, protections or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders.

(a)Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend, supplement or otherwise modify the Note Documents or Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes) and, subject to this Indenture and the Notes, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); provided that if any amended or supplemental indenture, waiver or other modification will only amend one series of the Notes, only the consent of a majority in aggregate principal amount of the then outstanding Notes of such series (and not the consent of at least a majority of all Notes then outstanding), as the case may be, shall be required. Section 2.08

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shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

(b)Upon the request of the Issuers, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture, waiver or other modification unless such amended or supplemental indenture, waiver or other modification directly affects the Trustee’s own rights, duties, protections or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture, waiver or other modification.

(c)It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amended or supplemental indenture, waiver or other modification, but it is sufficient if such consent approves the substance thereof.

(d)The Holders of a majority in aggregate principal amount of the Notes then outstanding and affected may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the affected series of Notes. However, without the consent of Holders holding not less than 90% (or, in the case of Section 9.02(d)(8) and Section 9.02(d)(9), 75%) of the then outstanding aggregate principal amount of Notes then outstanding and affected (including consents obtained in connection with a purchase of, or tender offer or exchange offer for such Notes), an amendment, supplement or waiver under this Section 9.02 may not (with respect to any such series of Notes held by a non-consenting Holder):

(1)reduce the principal amount of such Notes whose Holders must consent to an amended or supplemental indenture, waiver or other modification;

(2)reduce the stated rate of or extend the stated time for payment of interest on any such Note;

(3)reduce the principal of or extend the Stated Maturity of any such Note;

(4)reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case, pursuant to paragraphs 5 and 6 of the applicable Notes;

(5)make any such Note payable in money other than that stated in such Note;

(6)amend the contractual right of any Holder to institute suit for the payment of principal or interest on or with respect to such Holder’s Notes on or after the due dates thereof;

(7)make any change in Section 2.14 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of

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such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof;

(8)release all or substantially all the Guarantors from their obligations under their respective Guarantees or this Indenture, except otherwise in accordance with the terms of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement;

(9)release the security interest granted for the benefit of the Holders in the material Collateral, other than pursuant to the terms of the Transaction Security Document or this Indenture, as applicable, except as permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement;

(10)waive a Default or Event of Default with respect to the nonpayment of principal, premium, interest or Additional Amounts, if any, on such Notes (except pursuant to a rescission of acceleration of such Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or

(11)make any change in the amendment or waiver provisions which require the consent of the Holders holding not less than 90% (or, in the case of Section 9.02(d)(8) and Section 9.02(d)(9), 75%) of the then outstanding aggregate principal amount of such Notes.

(e)The consent of the Holders shall not be necessary to approve the particular form of any proposed amendment of any Note Document. It shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender.

(f)If and for so long as the Notes are listed on the Official List of the Exchange, and if and to the extent that the rules of the Authority so require, the Issuers will notify the Authority of any amendment, supplement and waiver.

Section 9.03Supplemental Indenture. Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture.

Section 9.04Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon

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receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, protections or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. In signing any amendment, supplement or waiver, the Trustee shall be entitled to receive security and/or an indemnity and/or prefunding satisfactory to it.

Section 9.07Payments for Consent. The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms of the provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuers, the Parent and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes, to exclude Holders in any jurisdiction where (i) the solicitation of such consent, waiver or amendment, including in connection with an exchange offer or an offer to purchase for cash, or (ii) the payment of the consideration therefor (A) would require the Issuers, the Parent or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states), which the Issuers and the Parent in their sole discretion determine (acting in good faith) would be materially burdensome; or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.

Section 9.08Notice of Amendment, Supplement or Waiver. After an amendment becomes effective, the Issuers are required to email or otherwise transmit, or cause to be emailed or otherwise transmitted, to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the amendment.

Article X

Satisfaction and Discharge

Section 10.01Satisfaction and Discharge. This Indenture, and the rights of the Trustee and the Holders under the other Note Documents, will be discharged and cease to be of further effect (except as to surviving rights of the Trustee and conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:

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(a)either

(1)all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Paying Agent for cancellation; or

(2)all Notes not previously delivered to the Paying Agent for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Paying Agent and the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers;

(b)the Issuers have deposited or caused to be deposited with the Trustee (or such other entity designated or appointed as agent by the Trustee for this purpose), (i) with respect to the Notes denominated in U.S. dollars, cash in U.S. dollars, U.S. Government Obligations or a combination of cash in U.S. dollars and U.S. Government Obligations and (ii) with respect to the Notes denominated in euro, cash in euro, euro-denominated European Government Obligations, or a combination of cash in euro and euro-denominated European Government Obligations, in each case, in an amount sufficient, in the good faith determination of the Board of Directors or an Officer of the Parent, to pay and discharge the outstanding aggregate principal amount of indebtedness on the Notes not previously delivered to the Paying Agent for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be;

(c)the Issuers have paid or caused to be paid all other sums payable under this Indenture; and

(d)the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions precedent under this Section 10.01 have been complied with; provided that any such counsel may rely on an Officer’s Certificate as to matters of fact (including as to compliance with Section 10.01(a), Section 10.01(b) and Section 10.01(c)).

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 10.01(b), the provisions of Section 10.02 and Section 8.06 will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 10.02Application of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee (or the entity designated or appointed as agent by the Trustee) pursuant to Section 10.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

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If the Trustee or Paying Agent is unable to apply any money or securities in accordance with Section 10.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money, U.S. Government Obligations or European Government Obligations held by the Trustee or Paying Agent.

Article XI

Guarantees

Section 11.01Guarantees.

(a)The Notes will be guaranteed on a senior secured basis by any Guarantor that executes a supplemental indenture in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture. Each Guarantor jointly and severally, irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest or premium, if any, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation.

(b)Each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) any change in the ownership of such Guarantor, except as provided in Sections 11.08(b) and 11.08(c).

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(c)Each Guarantor waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor.

(d)Each Guarantor further agrees that its Note Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(e)Except as expressly set forth in Sections 8.02, 11.02 and 11.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(f)Except as expressly set forth in Sections 8.02, 11.02 and 11.08, each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise.

(g)In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary obligations of the Issuers to the Holders, the Trustee and the Agents.

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(h)Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of Section 11.01.

(i)Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee in enforcing any rights under Section 11.01.

(j)Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 11.02Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Note Guarantee, as it relates to such Guarantor, voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally or other considerations under applicable law.

Cyprus:

The obligations of each Guarantor incorporated under the laws of Cyprus under the Note Guarantee shall not apply to any liability or obligation to the extent that it would result in the Note Guarantee constituting unlawful financial assistance within the meaning of the Cyprus Companies Law Cap. 113.

England and Wales and Scotland:

The Note Guarantees provided by the Guarantors organized under the laws of England and Wales or Scotland (as applicable) do not apply to any liability to the extent that it would result in such guarantees constituting unlawful financial assistance within the meaning of sections 678 or 679 of the UK Companies Act 2006 or any equivalent and applicable provisions under the laws of England and Wales applicable to such Guarantor.

Luxembourg:

(a)Notwithstanding any other provision of this Indenture or any Note Documents, the aggregate obligations and liabilities of any Guarantor incorporated in Luxembourg (each a “Luxembourg Guarantor”) under this Article XI for the obligations of the Issuers shall be limited at any time to a maximum amount not exceeding the higher of:

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(1)ninety-five per cent (95%) of the sum of such Luxembourg Guarantor’s “capitaux propres” (as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings, as amended) (the “Net Assets”) and its debts towards any other member of the Group which are subordinated in right of payment (whether generally or specifically) to any claim of any Holder or the Trustee under any of the Note Documents and that have not been financed (directly or indirectly) by a borrowing under the Note Documents (the “Subordinated Debts”), as reflected in the financial information of such Luxembourg Guarantor available to the Trustee at the date of this Indenture, including, without limitation, its most recently and duly approved financial statements (comptes annuels) and any (unaudited) interim financial statements; and

(2)ninety-five per cent (95%) of such Luxembourg Guarantor’s Net Assets and its Subordinated Debts, as reflected in the financial information of such Luxembourg Guarantor available to the Trustee at the date the guarantee is called, including, without limitation, its most recently and duly approved financial statements (comptes annuels) and any (unaudited) interim financial statements.

(b)Should the financial information referred to in clauses (a)(1) and (a)(2) above not be available on the date of this Indenture or on the date the guarantee is called, as the case may be, the relevant Luxembourg Guarantor shall, promptly, establish unaudited interim accounts (as of the date of the end of the then most recent financial quarter) or annual accounts (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the relevant Luxembourg Guarantor’s Net Assets and Subordinated Debt will be determined. If the relevant Luxembourg Guarantor fails to provide such unaudited interim accounts or annual accounts (as applicable) within 30 Business Days as from the request of the Trustee, such financial information will be determined by the Trustee or any other person designated by the Trustee, acting reasonably, in accordance with any other information made available to the Trustee, and at the cost of the relevant Luxembourg Guarantor.

The limitation in clause (a) above shall not apply to any amounts borrowed by the Luxembourg Guarantor or by any of its direct or indirect Subsidiaries under the relevant Note Documents or any amounts borrowed under the relevant Note Documents and on-lent to the Luxembourg Guarantor or to any of its direct or indirect Subsidiaries.

Section 11.03Successors and Assigns. This Article XI shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 11.04No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI

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shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.

Section 11.05Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

Section 11.06Execution of Supplemental Indenture for Future Guarantors. Each Restricted Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 4.16 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor under this Article XI and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and or to such other matters as the Trustee may reasonably request.

Section 11.07Non-Impairment. The failure to endorse a Note Guarantee on any Note shall not affect or impair the validity thereof.

Section 11.08Release of Guarantees.

(a)Subject to Section 11.08(b) and the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.

(b)Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantee, this Indenture, the Transaction Security Documents and the Intercreditor Agreement shall be released and discharged:

(1)in the case of a Subsidiary Note Guarantee only, upon a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the relevant Guarantor or of a Holding Entity thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the relevant Guarantor (other than to the

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Parent or a Restricted Subsidiary), in each case, in a transaction otherwise permitted by this Indenture;

(2)in the case of a Subsidiary Note Guarantee only, upon the designation in accordance with this Indenture of the relevant Guarantor as an Unrestricted Subsidiary;

(3)upon defeasance or discharge of the Notes, as provided in Article VIII and Article X;

(4)in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the Issue Date), to the extent that the relevant Guarantor becomes a Guarantor solely due to the operation of Section 4.16(a), upon the release of the relevant guarantee or discharge of Indebtedness referred to in Section 4.16(a);

(5)in the case of any Note Guarantee given by any parent of the IPO Pushdown Entity, pursuant to the provisions described under Section 4.20;

(6)upon full payment of all obligations of the Issuers and the Guarantors under this Indenture and the Notes;

(7)in connection with certain enforcement actions taken by the creditors under certain secured Indebtedness as provided under the Intercreditor Agreement; or

(8)in connection with a Permitted Reorganization under clause (1) of the definition thereof.

(c)Each Holder hereby authorizes the Trustee to take all actions, including the granting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Parent to the Trustee.

Article XII

Collateral, Security and Intercreditor Agreement

Section 12.01The Collateral.

(a)The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notes and the Note Guarantees and the Transaction Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Transaction Security Documents which the Parent, Topco, the Issuers and the Guarantors, as the case may be, have entered into on or about the date hereof and shall be secured by all Transaction Security

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Documents hereafter delivered as required or permitted by this Indenture, the Transaction Security Documents and the Intercreditor Agreement.

(b)The Parent, Topco and the Guarantors agree that the Security Agent shall hold and administer the Collateral in trust or otherwise for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Transaction Security Documents and the Intercreditor Agreement and the Transaction Security Agent and the Trustee are hereby authorized to execute and deliver the Transaction Security Documents and the Intercreditor Agreement (including any other agreements, deeds or other documents in relation thereto) on behalf of all the Holders.

(c)Each Holder, by its acceptance of any Notes and the Note Guarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Transaction Security Documents and the Intercreditor Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to:

(1)perform the duties and exercise the rights, power and discretion that are specifically given to it under the Transaction Security Documents and the Intercreditor Agreement, together with any other incidental rights, power and discretions; and

(2)execute each Transaction Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf.

(d)The Trustee and each Holder, by accepting the Notes and the Note Guarantees thereof, acknowledges that, as more fully set forth in the Transaction Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Transaction Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Transaction Security Documents and the Intercreditor Agreement and actions that may be taken thereunder.

(e)Subject to the terms of this Indenture and the Transaction Security Documents, the Issuers, Topco and the Guarantors shall have the right to remain in possession and retain control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

Section 12.02Limitations on the Collateral. The Liens will be subject to the Agreed Security Principles and limited as necessary to recognize certain defenses generally available to providers of Liens (including those that relate to fraudulent conveyance or transfer, thin capitalization, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Section 12.03Impairment of Security Interests. The Parent shall not, and shall not permit any Restricted Subsidiary to, take any action, which action would have the result of materially impairing the security interest with respect to the Collateral (it being

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understood that the Incurrence of Permitted Collateral Liens, the confirmation or affirmation of security interests in respect of the Collateral, or any action taken in accordance with the Agreed Security Principles shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Transaction Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12, provided that the Parent and its Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by Section 4.12, including Permitted Collateral Liens, and the Collateral may be discharged, transferred or released in any circumstances not prohibited by this Indenture, the applicable Transaction Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.

Notwithstanding the above, nothing in this covenant shall restrict the discharge and release of any Lien in accordance with this Indenture, the applicable Transaction Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement.

Subject to the foregoing and the Agreed Security Principles, the Transaction Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture or the Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and the holders of other Indebtedness Incurred in accordance with this Indenture) no Transaction Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with such amendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank which confirms the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee and the Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Transaction Security Document, so amended, extended, renewed, restated, modified or released and replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, modification or

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release and replacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Parent and its Restricted Subsidiaries comply with the requirements of this covenant, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such actions without the need for instructions from the Holders.

Section 12.04Release of Liens on the Collateral. The Security Agent shall release, and, if so requested, the Trustee shall direct the Security Agent to release, without the need for consent of the Holders, Liens on the Collateral securing the Notes:

(1)upon payment in full of principal, interest and all other obligations on the Notes issued under this Indenture or discharge or defeasance thereof;

(2)upon release of a Note Guarantee (with respect to the Liens securing such Note Guarantee granted by such Guarantor);

(3)in connection with any disposition of Collateral to any Person; provided that if the Collateral is disposed to the Parent or a Restricted Subsidiary, subject to the Intercreditor Agreement, the operation of the Agreed Security Principles, certain perfection requirements, any Permitted Collateral Liens and certain material limitations pursuant to applicable laws and the terms of the applicable Transaction Security Documents, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Security Agent securing the Notes (but excluding any transaction subject to Section 5.01); provided further, that, in each case, such disposition is permitted by this Indenture;

(4)if the Parent designates any Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary;

(5)in connection with certain enforcement actions taken by the creditors under certain secured Indebtedness as provided under the Intercreditor Agreement, or otherwise in compliance with the Intercreditor Agreement;

(6)in connection with any Qualified Receivables Financing (which release shall be of Liens on the Receivables Assets transferred in connection therewith);

(7)as may be permitted by Section 12.03;

(8)in connection with an IPO Pushdown, as specified in Section 4.20; and

(9)in order to effectuate a merger, consolidation, conveyance or transfer conducted in compliance with Section 5.01 and Section 5.02 or a Permitted Reorganization under clause (1) of the definition thereof.

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Each of these releases shall be effected by the Security Agent without the consent of the Holders or any action on the part of the Trustee unless otherwise requested.

Section 12.05Additional Intercreditor Agreement. At the request of the Parent, in connection with the Incurrence or refinancing by the Issuers, the Parent or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuers, the Parent, the relevant Restricted Subsidiaries, the Trustee and the Security Agent, as applicable, shall enter into an Additional Intercreditor Agreement with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Board of Directors or an Officer of the Parent are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the Incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement. As used in this Indenture, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor Agreement acceded to by the Trustee on the Issue Date.

At the written direction of the Parent and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Issuers that is subject to any such agreement (provided that such Indebtedness is Incurred in compliance with this Indenture), (iii) add Restricted Subsidiaries to the Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes Incurred in compliance with this Indenture), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes Incurred in compliance with this Indenture or to implement any Permitted Collateral Liens, (vi) effect the IPO Pushdown or (vii) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted by Article IX or as permitted by the terms of such Intercreditor Agreement, and the Parent may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture relating to the Notes or any Intercreditor Agreement.

Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of any Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and to have authorized the Trustee to enter into any one or more amendments to any Intercreditor Agreement as set forth in this Section 12.05.

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Article XIII

Miscellaneous

Section 13.01[Intentionally Omitted].

Section 13.02Notices. Any notice or communication by the Issuers or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier, facsimile, electronic transmission (including email) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers or any Guarantor:

Lomondgate, Stirling Road, Dumbarton

G82 3RG, Scotland

Attention: Graeme Earle

Email: company.secretarial@aggreko.com

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with a copy to:

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1 Bartholomew Lane

London, EC2N 2AX

United Kingdom

Attention: Project Kestrel – The Directors with copy to the General Counsel (TDR Capital) & Legal Team (I Squared Capital)

Email: notifications@tdrcapital.com & legaleurope@isquaredcapital.com

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and with a copy to:

Simpson Thacher & Bartlett LLP
City Point
One Ropemaker Street
London EC2Y 9HU
United Kingdom
Attention: Carol Daniel

Email: cdaniel@stblaw.com

If to the Trustee, Paying Agent, Registrar or Transfer Agent:

GLAS Trust Company LLC

3 Second Street

Suite 206

Jersey City, NJ 07311
United States of America
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Attention: Debt Capital Markets

Email: dcm@glas.agency

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If to the Security Agent:

GLAS Trust Corporation Limited

55 Ludgate Hill

Level 1 West

London EC4M 7JW

United Kingdom

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Attention: Debt Capital Markets

Contact: dcm@glas.agency

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The Issuers, any Guarantor, the Trustee, the Security Agent or any Agent by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to the Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or electronic transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

All notices to the Holders shall be validly given if emailed to them at their respective email addresses in the register of the Holders, if any, maintained by the Registrar. In addition, if and for so long as the Notes are listed on the Official List of the Exchange, and if and to the extent that the rules of the Authority so require, the Issuers will notify the Authority of any notices with respect to the Notes. For so long as any Notes are represented by Global Notes, all notices to Holders shall be delivered to Euroclear and Clearstream or DTC, as applicable, delivery of which shall be deemed to satisfy the requirements of this paragraph, for further transmission to the holders of book entry interests.

Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided that, if notices are emailed, such notice shall be deemed to have been given on the later of such publication and the day after being so emailed.

Any notice or communication emailed to a Holder shall be emailed to such Person’s email addresses in the register of the Holders and shall be sufficiently given to such Holder if so emailed within the time prescribed. Failure to email, cause to be delivered or otherwise transmit a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is emailed or delivered in the manner provided above, it is duly given, whether or not the addressee receives it.

If the Issuers email a notice or communication to Holders, it shall email a copy to the Trustee and each Agent at the same time.

All notices or communications shall be in English language.

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Section 13.03Communications.

(a)In no event shall the Agents or any other entity of GLAS Trust Company LLC be liable for any Losses arising from the Agent or any other entity of GLAS Trust Company LLC receiving or transmitting any data from the Issuers or the Parent, any Authorized Person or Officer or any party to the transaction via any non-secure method of transmission or communication, such as, but without limitation, by facsimile or email. For the purposes of this clause (a), “Losses” shall mean any and all claims, losses, liabilities, damages, costs, expenses and judgments (including legal fees and expenses) sustained or incurred by either party.

(b)The parties hereto accept that some methods of communication are not secure and the Trustee, the Agent or any other entity of GLAS Trust Company LLC shall incur no liability for receiving instructions via any such non-secure method. The Agent or any other entity of GLAS Trust Company LLC is authorized to comply with and rely upon any such notice, instructions or other communications believed by it to have been sent or given by an Authorized Person or Officer or an appropriate party to the transaction (or authorized representative thereof). The Issuers, the Parent or authorized officer of the Issuers or the Parent shall use all reasonable endeavors to ensure that instructions transmitted to an Agent or any other entity of GLAS Trust Company LLC pursuant to this Indenture are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuers, the Parent or authorized officer of the Issuers or the Parent to such Agent or any other entity of GLAS Trust Company LLC for the purposes of this Indenture.

Section 13.04Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

(1)an Officer’s Certificate in form and substance satisfactory to the Trustee (which must include the statements set forth in Section 13.05) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 13.05Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

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

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

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to

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express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 13.06Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07No Personal Liability of Directors, Officers, Employees and Shareholders. No past, present or future director, officer, employee, incorporator or shareholder of the Issuers, Topco or the Parent, any of the Parent’s Subsidiaries or any of their respective Affiliates, as such, shall have any liability for any obligations of the Issuers, Topco or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

Section 13.08Governing Law. THIS INDENTURE AND THE NOTES, including the Note Guarantees, and the rights and duties of the parties thereunder shall BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE APPLICATION OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 (INCLUSIVE) OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED.

Section 13.09No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10Successors. All agreements of the Issuers in this Indenture and the Notes will bind their successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 13.11Severability. In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 13.14Submission to Jurisdiction; Appointment of Agent. The Issuers, Topco and each Guarantor irrevocably submit to the non-exclusive jurisdiction of

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any New York state or U.S. federal court located in the Borough of Manhattan in the City and State of New York over any suit, action or proceeding arising out of or relating to this Indenture. The Issuers, Topco and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which they may have, pursuant to New York law or otherwise, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. In furtherance of the foregoing, the Issuers, Topco and each Guarantor hereby irrevocably designates and appoints Corporation Service Company, presently located at 19 West 44th Street, Suite 200, New York, NY 10036 as their agent to receive service of all process brought against them with respect to any such suit, action or proceeding in any such court in the City and State of New York, such service being hereby acknowledged by it to be effective and binding service in every respect. The Issuers, Topco and each Guarantor expressly consents, to the fullest extent permitted by law, to the jurisdiction of any such courts in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Copies of any such process so served shall also be given to the Issuers in accordance with Section 13.02, but the failure of the Issuers to receive such copies shall not affect in any way the service of such process as aforesaid.

Nothing in this Section shall limit the right of the Trustee or any Holder to bring proceedings against the Issuers in the courts of any other jurisdiction or to serve process in any other manner permitted by law.

Section 13.15Prescription. Claims against the Issuers or any Guarantor for the payment of principal, or premium, if any, on the Notes or any Note Guarantee will be prescribed five years after the applicable due date for payment thereof. Claims against the Issuers or any Guarantor for the payment of interest on the Notes will be prescribed three years after the applicable due date for payment of interest.

Section 13.16Electronic Signatures. Documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, scanned and electronic signatures having the same legal effect as original signatures. Each party understands and agrees that its electronic signature manifests its consent to be bound by all terms and conditions set forth in this Indenture and the Notes. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, the Global Notes, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto.

[Signatures on following pages]

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SIGNATURES