Constellation Software Inc.

Execution Copy

and

COMPUTERSHARE TRUST COMPANY, N.A. as Trustee

INDENTURE

Dated as of February 16, 2024

Clause

Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. .......................................................................................................... 6 Section 1.02 Other Definitions. .............................................................................................. 16 Section 1.03 No Incorporation by Reference of Trust Indenture Act. ...................................... 16 Section 1.04 Rules of Construction. Unless the context otherwise requires: ........................... 16 ARTICLE II THE NOTES Section 2.01 Amount Unlimited; Issuable in Series. ............................................................... 17 Section 2.02 Denominations ................................................................................................... 20 Section 2.03 Forms. ................................................................................................................ 20 Section 2.04 Execution, Authentication, Delivery and Dating ................................................. 20 Section 2.05 Registrar and Paying Agent; Depositary ............................................................. 22 Section 2.06 Paying Agent to Hold Money in Trust ................................................................ 23 Section 2.07 Holder Lists ....................................................................................................... 23 Section 2.08 Transfer and Exchange. ...................................................................................... 23 Section 2.09 Replacement Notes ............................................................................................ 37 Section 2.10 Outstanding Notes .............................................................................................. 37 Section 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Notes ................................................................................................................. 37 Section 2.12 Temporary Notes ............................................................................................... 38 Section 2.13 Cancellation ....................................................................................................... 38 Section 2.14 Payments; Defaulted Interest .............................................................................. 38 Section 2.15 Persons Deemed Owners .................................................................................... 39 Section 2.16 Computation of Interest ...................................................................................... 39 Section 2.17 Additional Amounts. .......................................................................................... 39 ARTICLE III REDEMPTION Section 3.01 Redemption ........................................................................................................ 43 Section 3.02 Applicability of Article ...................................................................................... 43 Section 3.03 Notice to the Trustee .......................................................................................... 43 Section 3.04 Selection of Notes to be Redeemed .................................................................... 43 Section 3.05 Notice of Redemption. ....................................................................................... 44 Section 3.06 Effect of Notice of Redemption .......................................................................... 45 Section 3.07 Deposit of Redemption Price .............................................................................. 45

Section 3.08 Notes Redeemed or Purchased in Part ................................................................ 45 Section 3.09 Purchase of Notes .............................................................................................. 46 Section 3.10 Tax Redemption ................................................................................................. 46 ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes ............................................................................................... 47 Section 4.02 Reports. ............................................................................................................. 47 Section 4.03 Compliance Certificate. ...................................................................................... 49 Section 4.04 Change of Control. ............................................................................................. 49 Section 4.05 Limitations on Liens. ......................................................................................... 50 Section 4.06 Limitation on Sale and Leaseback Transactions. ................................................ 53 Section 4.07 Future Guarantors. ............................................................................................. 54

ARTICLE V

SUCCESSORS

Section 5.01 Consolidation, Merger, Amalgamation, Arrangement and Conveyance, Transfer and Lease of Assets. ............................................................................. 54 Section 5.02 Successor Person Substituted ............................................................................. 55 Section 5.03 Subsidiary Guarantors. ....................................................................................... 55 ARTICLE VI DEFAULTS AND REMEDIES

Section 6.01 Events of Default. .............................................................................................. 56 Section 6.02 Acceleration ....................................................................................................... 58 Section 6.03 Remedies. .......................................................................................................... 58 Section 6.04 Waiver of Past Defaults and Events of Default. .................................................. 59 Section 6.05 Control by Majority. .......................................................................................... 59 Section 6.06 Limitation on Suits. ............................................................................................ 59 Section 6.07 Rights of Holders to Receive Payment. .............................................................. 60 Section 6.08 Collection Suit by Trustee. ................................................................................. 60 Section 6.09 Trustee May File Proofs of Claim. ..................................................................... 60 Section 6.10 Priorities. ........................................................................................................... 61 Section 6.11 Undertaking for Costs. ....................................................................................... 62

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee. ............................................................................................... 62 Section 7.02 Rights of Trustee. ............................................................................................... 63 Section 7.03 May Hold Notes ................................................................................................. 65

Section 7.04 Trustee’s Disclaimer .......................................................................................... 65 Section 7.05 Notice of Defaults .............................................................................................. 66 Section 7.06 Intentionally Omitted. ........................................................................................ 66 Section 7.07 Compensation and Indemnity ............................................................................. 66 Section 7.08 Replacement of Trustee ...................................................................................... 67 Section 7.09 Successor Trustee by Merger, etc ....................................................................... 69 Section 7.10 Eligibility; Disqualification ................................................................................ 69 Section 7.11 Appointment of Co-Trustee. ............................................................................... 69

ARTICLE VIII

DISCHARGE OF INDENTURE

Section 8.01 Satisfaction and Discharge of Liability on Notes; Defeasance. ........................... 70 Section 8.02 Conditions to Defeasance ................................................................................... 72 Section 8.03 Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions. ........................................................................ 74 Section 8.04 Reinstatement. ................................................................................................... 74 Section 8.05 Moneys Held by Paying Agent. .......................................................................... 75 Section 8.06 Moneys Held by Trustee. ................................................................................... 75

ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS

Section 9.01 Without Consent of Holders ............................................................................... 75 Section 9.02 With Consent of Holders. ................................................................................... 76 Section 9.03 Revocation and Effect of Consents ..................................................................... 78 Section 9.04 Notation on or Exchange of Notes ...................................................................... 78 Section 9.05 Trustee to Sign Amendments, etc ....................................................................... 78

ARTICLE X

GUARANTEE

Section 10.01 Note Guarantee. ................................................................................................. 79 Section 10.02 Execution and Delivery of Note Guarantee......................................................... 81 Section 10.03 Limitation on Liability of the Subsidiary Guarantors .......................................... 81 Section 10.04 Release of Subsidiary Guarantors from Note Guarantee. .................................... 81 Section 10.05 Reinstatement of Note Guarantees...................................................................... 82 Section 10.06 Contribution ....................................................................................................... 82 Section 10.07 Execution of Supplemental Indenture by Additional Subsidiary Guarantors. ........................................................................................................ 82

ARTICLE XI

MISCELLANEOUS

Section 11.01 Notices ............................................................................................................... 82 Section 11.02 Certificate and Opinion as to Conditions Precedent ............................................ 84 Section 11.03 Rules by Trustee and Agents .............................................................................. 84 Section 11.04 Business Days .................................................................................................... 85 Section 11.05 No Recourse Against Others .............................................................................. 85 Section 11.06 Governing Law, etc. ........................................................................................... 85 Section 11.07 Agent for Service; Submission to Jurisdiction. ................................................... 86 Section 11.08 No Adverse Interpretation of Other Agreements ................................................. 86 Section 11.09 Successors.......................................................................................................... 86 Section 11.10 Severability ........................................................................................................ 86 Section 11.11 Counterpart Originals ......................................................................................... 87 Section 11.12 Table of Contents, Headings, etc ........................................................................ 87 Section 11.13 Separateness....................................................................................................... 87 Section 11.14 Statements Required in Certificate or Opinion. ................................................... 87

EXHIBIT INDEX

EXHIBIT A – FORM OF SUPPLEMENTAL INDENTURE

EXHIBIT B – FORM OF CERTIFICATE OF TRANSFER

EXHIBIT C – FORM OF CERTIFICATE OF EXCHANGE

EXHIBIT D – FORM OF NOTE GUARANTEE FOR SUBSIDIARY GUARANTORS

INDENTURE dated as of February 16, 2024, between Constellation Software Inc., an Ontario corporation, as issuer (the “ Company ”) and Computershare Trust Company, N.A., in its capacity as trustee (the “ Trustee ”).

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

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“ Additional Notes ” means Notes issued under this Indenture pursuant to a Supplemental Indenture in accordance with Section 2.04.

“ Affiliate ” of any specified Person means any other Person which, directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agent ” means any Registrar or Paying Agent.

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

“ Attributable Debt ” means, with respect to any Sale and Leaseback Transaction, at the time of determination, the lesser of (1) the fair market value of such Principal Property as determined in good faith by the Board of Directors of the Company, and (2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with IFRS, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.

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

“ Bankruptcy Law ” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), Title 11 of the United States Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

“ Board of Directors ” means the Board of Directors or any committee duly authorized to act therefor.

“ Board Resolution ” means a copy of a resolution certified pursuant to an Officer’s Certificate to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification which has been delivered to the Trustee.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in Toronto, Ontario or New York, New York (or such other place of payment as may be subsequently specified by the Company) are authorized or obligated by applicable law or executive order to close or be closed. Any days referenced herein that are not defined as Business Days shall be calendar days.

“ Canadian Securities Administrators ” means the securities commissions or similar authorities in the provinces and territories of Canada.

“ Canadian Securities Laws ” means all applicable securities laws in each of the provinces and territories of Canada, including, without limitation, the Province of Ontario, and the respective regulations and rules under such laws, together with applicable published rules, policy statements, blanket orders, instruments, rulings and notices of the Canadian Securities Administrators.

“ Capital Stock ” of any Person means (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person.

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

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or arrangement), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

(2) the adoption of a plan by the Board of Directors of the Company relating to the Company’s liquidation or dissolution; or

(3) the consummation of any transaction (including, without limitation, any merger, amalgamation, consolidation or arrangement) the result of which is that any “person” (as defined above) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate of the total voting power of the Voting Stock of the Company or other Voting Stock into which the Company’s Voting Stock is

reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

provided, however , that a person shall not be deemed beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s Affiliates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act; or (4) the Company consolidates, amalgamates or arranges with, or merges with or into, any “person” (as defined above), or any “person” (as defined above) consolidates, amalgamates or arranges with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or the outstanding Voting Stock of such other “person” (as defined above) is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving “person” (as defined above) or any direct or indirect parent company of any surviving “person” (as defined above) immediately after giving effect to such transaction.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) the Company becomes a direct or indirect wholly owned Subsidiary of a holding company and (b) the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction, subject to the applicable procedures of the Depositary.

“ Change of Control Repurchase Event ” means, with respect to each series of Notes, the occurrence of both a Change of Control and a Ratings Event.

“ Clearstream ” means Clearstream Banking, S.A.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time (including regulations and guidance thereunder).

“ Company ” means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article V of this Indenture, and thereafter means the successor and any other primary obligor on the Notes.

“ Company Order ” means a written order signed in the name of the Company by an Officer.

“ Consolidated Net Worth ” means, as of any date of determination and with respect to any Person, the Shareholders’ Equity of such Person and its consolidated Subsidiaries on that date.

“ Corporate Trust Office ” means the corporate trust office of the Trustee at which at any particular time its corporate trust business with respect to this Indenture shall be administered, which office at the date of the execution of this instrument is located at Computershare Trust

Company, N.A., 1505 Energy Park Drive, St. Paul, Minnesota, 55108, Attn: CCT Administrator for Constellation Software Inc., or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).

“ Credit Facility ” means the Company’s ninth amended and restated credit agreement, dated as of January 31, 2024, as such agreement may be in effect from time to time (or any other agreement that refinances such agreement), as may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time (whether upon or after termination or otherwise and without limitation as to amounts), whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements, indentures or otherwise.

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

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

“ Definitive Note ” means, individually and collectively, each of the Restricted Definitive Notes and the Unrestricted Definitive Notes registered in the name of the Holder thereof, issued in accordance with Section 2.08, that does not include the Global Note Legend.

“ Depositary ” means with respect to the Notes of any series issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.05 hereof as the initial Depositary with respect to the Notes of such series, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and thereafter “Depositary” shall mean or include such successor.

“ Dollars ” and “ $ ” means lawful money of the United States.

“ DTC ” means The Depository Trust Company.

“ Euroclear ” means Euroclear Bank S.A./N.V.

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

“ Excluded Subsidiary ” has the meaning given to such term in the Credit Facility.

“ FATCA ” means (a) Sections 1471 through 1474 of the Code, (b) any successor version thereof that is substantively comparable, (c) any agreement entered into pursuant to Section 1471(b)(1) of the Code or (d) any law, regulation, rule or practice implementing an intergovernmental agreement or approach thereto including Part XVIII of the Tax Act and the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act.

“ Fitch ” means Fitch Ratings Inc.

“ Global Note Legend ” means a legend required or permitted by Section 2.08(g)(4) hereof.

“ Global Notes ” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes issued as a Global Note, deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in accordance with Section 2.01 and Section 2.08.

“ guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any 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 agreement 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 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,” when used as a verb, has a correlative meaning.

“ Holder ” means a Person in whose name a Note is registered, as evidenced by the records of the Registrar, and such Person shall be treated as the owner of such Note for all purposes under this Indenture.

“ IFRS ” means, at any time, international financial reporting standards as issued by the International Accounting Standards Board as in effect at such time; provided that for the purposes of all financial calculations to be made hereunder, any lease that would be accounted for as an operating lease under IFRS as in effect on December 31, 2018, shall be, notwithstanding any subsequent change in IFRS, deemed to be accounted for as an operating lease and not as a capital lease or a financial lease (regardless of whether such lease is entered into or assumed before or after December 31, 2018). All ratios and computations based on IFRS contained in this Indenture will be computed in conformity with IFRS.

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

“ Indebtedness ” means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid of the purchase price of any property (excluding any balances that constitute accounts payable or trade payables, deferred revenue and other accrued liabilities arising in the ordinary course of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with IFRS.

“ Indenture ” means this Indenture, as amended, restated or supplemented from time to time pursuant to the provisions hereof, and includes the terms of a particular series of Notes established as contemplated by Section 2.01.

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

“ interest ” means, (i) with respect to an Original Issue Discount Note that by its terms bears interest only after Maturity, interest payable after Maturity and (ii) with respect to the Notes, interest with respect thereto.

“ Interest Payment Date ,” when used with respect to Notes of a series, shall have the meaning assigned to such series, as contemplated by Section 2.01.

“ Investment Grade ” means a rating of BBB- or better by Fitch (or its equivalent under any successor Rating Categories of Fitch); a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); or, if applicable, the equivalent investment grade credit rating from any Substitute Rating Agency.

“ Issue Date ” means, with respect to Notes of a series, the date on which the Notes of such series are originally issued under this Indenture.

“ Lien ” means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any capitalized lease obligation, conditional sales or other title retention agreement having substantially the same economic effect as any of the foregoing).

“ Material Subsidiaries ” means all Subsidiaries of the Company from time to time identified as “Material Subsidiaries” in the Credit Facility, if any.

“ Maturity ” means, with respect to Notes of a series, the date on which the principal of such series or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or otherwise.

“ Note Documents ” means this Indenture, the Notes and the Note Guarantees.

“ Note Guarantee ” means any guarantee of the Company’s obligations under the Notes by a Subsidiary Guarantor as provided in Article X.

“ Note Obligations ” means all Obligations of the Company and the Subsidiary Guarantors under the Note Documents.

“ Notes ” has the meaning given in the applicable Supplemental Indenture or, where the context requires, the Notes of each applicable series.

“ Obligations ” means any principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“ Officer ” means the Chairman of the Board of Directors, the President, any Vice Chairman of the Board of Directors, any Vice President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, the General Counsel or any Assistant Secretary of a Person.

“ Officer’s Certificate ” means a certificate signed by an Officer of a Person and delivered to the Trustee.

“ Opinion of Counsel ” means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company, a Subsidiary Guarantor or the Trustee.

“ Original Issue Discount Note ” means any series of Notes that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

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

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

“ Place of Payment ” means, with respect to the Notes of any series, the place or places where the principal, interest on and any Additional Amounts with respect to the Notes of that series are payable as specified in accordance with Section 2.14 subject to the provisions of Section 4.02.

“ principal ” of a series of Notes means the principal of the series of Notes plus, when appropriate, the premium, if any, on the series of Notes.

“ Principal Property ” means, with respect to any Person, all of such Person’s interests in any kind of property or asset (including the Capital Stock in and other securities of any other Person) which has a gross book value (without deduction for any depreciation reserves) at the date as of which the determination is being made in excess of 1% of the Consolidated Net Worth of the Company and all Subsidiaries determined on a consolidated basis at such time in accordance with IFRS, except if the Board of Directors of the Company by resolution determines in good faith (taking into account, among other things, the materiality of such property to the business, financial condition and earnings of the Company and its Subsidiaries taken as a whole) such property or asset is not material to the business of the Company and its Subsidiaries, taken as a whole.

“ Private Placement Legend ” means the legend set forth in Section 2.08(g)(1).

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

“ Rating Agency ” means (1) each of Fitch and S&P; and (2) if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a Substitute Rating Agency.

“ Rating Categories ” mean (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Fitch, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Fitch used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and – for S&P and Fitch; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“ Ratings Event ” means the rating on the Notes of a series is lowered by each of the Rating Agencies, and such Notes are rated below Investment Grade by each of the Rating Agencies on any day during the period (the “ Trigger Period ”) commencing on the earlier of (a) the first public notice of the occurrence of a Change of Control or (b) the public announcement by the Company of its intention to effect a Change of Control, and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible rating downgrade by either of the Rating Agencies on such 60th day, such extension to last with respect to each such Rating Agency until the date on which such Rating Agency considering such possible downgrade either (x) rates the Notes below Investment Grade or (y) publicly announces that it is no longer considering the Notes for possible downgrade; provided that no such extension will occur if on such 60th day the Notes are rated Investment Grade by at least one of such Rating Agencies in question and are not subject to review for possible downgrade by such Rating Agency). If either Rating Agency is not providing a rating of the Notes on any day during the Trigger Period for any reason, the rating of such Rating Agency shall be deemed to have ceased to be rated Investment Grade during the Trigger Period.

“ Redemption Date ” means, with respect to any series of Notes to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant to the applicable Supplemental Indenture.

“ Redemption Price ” means, with respect to any series of Notes to be redeemed, the price at which it is to be redeemed pursuant to the applicable Supplemental Indenture.

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

“ Regulation S Global Note ” means a permanent Global Note issued in accordance with Section 2.03(b).

“ Responsible Officer ” means, with respect to the Trustee, any officer assigned to the Corporate Trust division or department (or any successor division, department or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 7.01(c)(2) and the second sentence of Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

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

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

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

“ Rule 144A Global Notes ” means a Global Note issued in accordance with Section 2.03(b).

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

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

“ Sale and Leaseback Transaction ” means any arrangement with any Person providing for the leasing by the Company or any Subsidiary of the Company of any Principal Property which has been or is to be sold or transferred by the Company or such Subsidiary to such Person, excluding (1) leases for a term, including renewals at the option of the lessee, of not more than three years, and (2) leases between the Company and a Subsidiary or between Subsidiaries of the Company.

“ S&P ” means Standard & Poor’s Global Ratings, a division of The McGraw-Hill Companies, Inc.

“ SEC ” means the United States Securities and Exchange Commission and any successor agency thereto.

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

“ Shareholders’ Equity ” means, as of any date of determination, shareholders’ equity as reflected on the most recent consolidated balance sheet available to the Company prepared in accordance with IFRS.

“ Stated Maturity ” means, when used with respect to any series of Notes or any installment of principal thereof or interest thereon, the date specified as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

“ Subsidiary ” means, with respect to any Person (the “ Parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the Parent in the Parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of that date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the Parent or one or more Subsidiaries of the Parent or by the Parent and one or more Subsidiaries of the Parent.

“ Subsidiary Guarantor ” means the Subsidiaries that provide a Note Guarantee with respect to the Notes pursuant to the terms of this Indenture, but only so long as such entity is a Subsidiary Guarantor with respect to the Notes on the terms provided for in this Indenture.

“ Substitute Rating Agency ” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Board of Directors of the Company) as a replacement agency for Fitch or S&P, or both of them, as the case may be.

“ Supplemental Indenture ” means any indenture supplemental to this Indenture, which, in the case of a supplemental indenture creating a new series of Notes, shall be substantially in the form set forth in Exhibit A hereto.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended.

“ Trustee ” means the Person named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is then a trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Notes of any series means the Trustee with respect to Notes of that series.

“ United States ” means the United States of America (including the States and the District of Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

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

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

“ U.S. Government Securities ” means securities that are:

(1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

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

“ Voting Stock ” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the Capital Stock of such person that is at the time entitled to vote in the election of the directors, managers or trustees, as applicable, of such person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Additional Amounts”	2.17
“Authentication Order”	2.04
“Change of Control Notice”	4.05
“Change of Control Payment”	4.05
“Change of Control Payment Date”	4.05
“Change of Control Right”	4.05
“covenant defeasance”	8.01
“Event of Default”	6.01
“Exchange Rate”	2.11
“Funding Guarantor”	10.05
“Judgment Currency”	6.10
“Legal Defeasance”	8.01
“Paying Agent”	2.05
“Payor”	2.17
“Recipient”	2.17
“Registrar”	2.05
“Relevant Taxing Jurisdiction”	2.17
“Successor Company”	5.01
“Successor Person”	5.03
“Taxes”	2.17
“Trust Indenture Act”	1.03

Section 1.03 No Incorporation by Reference of Trust Indenture Act.

This Indenture is not qualified under the U.S. Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture. As a result, no provisions of the Trust Indenture Act are incorporated into this Indenture.

Section 1.04 Rules 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 IFRS;

(d) words in the singular include the plural, and in the plural include the

singular;

(e) provisions apply to successive events and transactions;

(f) all references in this instrument to Articles, Sections and Exhibits are references to the corresponding Articles, Sections and Exhibits in and of this instrument.

(g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(h) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.”

ARTICLE II

THE NOTES

Section 2.01 Amount Unlimited; Issuable in Series.

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. Notes may differ between series in respect of any matters; provided that all series of Notes shall be equally and ratably entitled to the benefits of this Indenture. There shall be established in or pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an Officer’s Certificate of the Company or in a Company Order, or established in one or more Supplemental Indentures, prior to the issuance of Notes of any series:

(a) the title of the Notes of the series (which shall distinguish the Notes of the series from the Notes of all other series);

(b) if there is to be a limit, the limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.08, 2.09, 2.12, 3.07 or 9.04 and except for any Notes which, pursuant to Section 2.04 or 2.08, are deemed never to have been authenticated and delivered hereunder); provided that unless otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased before or after the issuance of any Notes of the series by a Board Resolution (or action pursuant to a Board Resolution) to such effect;

(c) the price or prices (expressed as a percentage of the principal amount thereof) at which the Notes of the series will be issued;

(d) whether any Notes of the series are to be issuable initially in temporary global form and whether any Notes of the series are to be issuable in permanent global form, as Global Notes or otherwise, and, if so, whether beneficial owners of interests in any such Global Note may exchange such interests for Notes of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.08, and the initial Depositary and Custodian, if any, for any Global Note or Notes of such series;

(e) the manner in which any interest payable on a temporary Global Note on any Interest Payment Date will be paid if other than in the manner provided in Section 2.14;

(f) the date or dates on which the principal of the Notes of the series is payable or the method of determination thereof;

(g) the rate or rates, or the method of determination thereof, at which the Notes of the series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Notes shall be payable, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the record date for the interest payable on any Notes on any Interest Payment Date, or if other than provided herein, the Person to whom any interest on Notes of the series shall be payable;

(h) the Place of Payment;

(i) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Notes of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and the manner in which the Company must exercise any such option, if different from those set forth herein;

(j) whether Notes of the series are entitled to the benefits of any Note Guarantee of any Subsidiary Guarantor pursuant to this Indenture;

(k) the provisions, if any, relating to any collateral provided for the Notes of

the series;

(l) the obligation, if any, of the Company to redeem, purchase or repay Notes of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Notes of the series shall be redeemed, purchased or repaid in whole or in part pursuant to such obligation;

(m) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denomination in which any Notes of that series shall be issuable;

(n) if other than Dollars, the currency or currencies (including composite currencies) or the form, including equity securities, other debt securities (including Notes), warrants or any other securities or property of the Company, any Subsidiary Guarantor or any other Person, in which payment of the principal of, interest on and any Additional Amounts with respect to the Notes of the series shall be payable;

(o) if the principal of, or interest on or any Additional Amounts with respect to the Notes of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Notes are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of, interest on and any Additional Amounts with respect to Notes of such series as

to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

(p) if the amount of payments of principal of, interest on and any Additional Amounts with respect to the Notes of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;

(q) if other than the entire principal amount thereof, the portion of the principal amount of Notes of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

(r) any additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to discharge with respect to Notes of the series and the related Note Guarantees pursuant to Article VIII or any modifications of or deletions from such conditions or limitations;

(s) any deletions or modifications of or additions to the Events of Default set forth in Section 6.01 or covenants of the Company or any Subsidiary Guarantor set forth in Article IV pertaining to the Notes of the series;

(t) any restrictions or other provisions with respect to the transfer or exchange of Notes of the series, which may amend, supplement, modify or supersede those contained in this Article II;

(u) if the Notes of the series are to be convertible into or exchangeable for Capital Stock, other debt securities (including Notes), warrants, other equity securities or any other securities or property of the Company, any Subsidiary Guarantor or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange;

(v) any Trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Notes of such series if other than those appointed herein;

(w) whether the Notes of the series are issued pursuant to Rule 144A; and (x) any other terms of the series (which terms shall not be prohibited by the provisions of this Indenture).

All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officer’s Certificate or Company Order referred to above or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action, together with such Board Resolution, shall be set forth in an Officer’s Certificate or certified by an Officer of the Company and delivered to the

Trustee at or prior to the delivery of the Officer’s Certificate or Company Order setting forth the terms of the series.

Section 2.02 Denominations. The Notes of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series denominated in Dollars shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.03 Forms.

(a) General . The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company 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 series of Notes conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes . Except as otherwise provided in this Section 2.03, Notes issued in global form (and the Trustee’s certificate of authentication of such Notes) will be substantially in the form of Exhibit A to each Supplemental Indenture (including the Global Note Legend thereon and the “Schedule of Increases and Decreases in Global Note” attached thereto). Each such Note will be dated the date of its authentication. Except as otherwise provided in this Section 2.03, Notes issued in definitive form will be substantially in the form of Exhibit A to the Supplemental Indenture (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in Global Note” attached thereto) in an aggregate denomination equal to the aggregate initial principal amount of such Notes. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08.

Section 2.04 Execution, Authentication, Delivery and Dating. At least one Officer of the Company shall sign the Notes on behalf of the Company by manual or facsimile signature.

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

A Note shall not be entitled to any benefit under this Indenture or the related Note Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Note has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company delivers such Note to the Trustee for cancellation as provided in Section 2.13, together

with a written statement (which need not comply with Section 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or the related Note Guarantees.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Notes for original issue upon a Company Order for the authentication (an “ Authentication Order ”) and delivery of such Notes or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Notes of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Notes of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Note to Note and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing.

If the form or terms of the Notes of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive (in addition to the Company Order referred to above and the other documents required by Section 11.02), and (subject to Section 7.01) shall be fully protected in relying upon:

(a) an Officer’s Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and

(b) an Opinion of Counsel to the effect that:

(1) the form of such Notes has been established in conformity with the provisions of this Indenture;

(2) the terms of such Notes have been established in conformity with the provisions of this Indenture; and

(3) that, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Notes and the related Note Guarantees will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

If all the Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate and Opinion of Counsel at the time of issuance of each such Note, but such Officer’s Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Note of the series to be issued.

The Trustee shall not be required to authenticate such Notes if the issuance of such Notes pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor.

The Company will be responsible for making calculations called for under the Notes, including but not limited to determination of Redemption Price, premium, if any, and any Additional Amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

Each Note shall be dated the date of its authentication.

Additional Notes . Subject to compliance with the provisions of this Indenture, the Company may from time to time after the Issue Date, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes of each series having the same terms as, and ranking equally and ratably with, the Notes of such series in all respects (except for the Issue Date and, if applicable, the payment of interest accruing prior to the Issue Date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes). Such Additional Notes may be consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Notes of the applicable series and will vote together as one class on all matters with respect to the Notes of such series, as the case may be; provided that if the Additional Notes are not fungible with the outstanding notes of the applicable series for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.

Section 2.05 Registrar and Paying Agent; Depositary. The Company shall maintain an office or agency for each series of Notes where Notes of such series may be presented for registration of transfer or exchange (“ Registrar ”) and an office or agency where Notes of such

series may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes of such series and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any coregistrar and the term “Paying Agent” includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar without notice to any Holder. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company, any Subsidiary Guarantor or any Subsidiary may act as Paying Agent or Registrar.

The Company initially appoints the Trustee as Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary, and the Trustee and each Agent are hereby authorized to act in accordance with such letter and the Applicable Procedures.

The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

Section 2.06 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, interest on or any Additional Amounts with respect to Notes and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. The Company 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. Upon payment over to the Trustee and upon accounting for any funds disbursed, the Paying Agent (if other than the Company, a Subsidiary Guarantor or a Subsidiary) shall have no further liability for the money. If the Company, a Subsidiary Guarantor or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

Section 2.07 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar with respect to a series of Notes, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date with respect to such series of Notes, 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 Holders of such series.

Section 2.08 Transfer and Exchange.

(a) A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another

nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Global Notes will only be exchanged by the Company for Definitive Notes if:

(1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 Business Days after the date of such notice from the Depositary;

(2) the Company, at its option, determines that the Global Notes should be exchanged for Definitive Notes and delivers a written notice to the Trustee; or

(3) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.09 and 2.12. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.08 or Sections 2.09 or 2.12, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.08(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.08(b) or (c).

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

(1) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and Canadian Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by the Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.08(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 2.08(b)(1), the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.08(i).

(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 2.08(b)(2) and the Registrar receives the following:

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

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B, 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 2.08(b)(2) and the Registrar receives the following:

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

(B) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof; and if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (4) above.

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

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

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

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

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B, including the certifications in item (3)(b) thereof; or

(F) 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, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(i), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c)(1) shall bear the Private Placement Legend and, if prior to the Canadian Resale Restriction Termination Date, the Canadian Legend, and shall be subject to all restrictions on transfer contained therein.

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

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an

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

(B) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.08(b)(2), the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(h), and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(3) will not bear the Private Placement Legend.

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

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

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

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

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) 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, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the appropriate Unrestricted Global Note.

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

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

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

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

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.08(d)(2) the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.04, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.08(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.08(e).

(f) (1) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B, 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 including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the

certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

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

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

(B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

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

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

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

(1) Private Placement Legend .

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form (the “ Private Placement Legend ”):

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE 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 THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT PRIOR TO (X) IN THE CASE OF 144A NOTES, THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE), THE DATE OF ORIGINAL ISSUANCE OF ANY ADDITIONAL NOTES OR THE LAST DAY ON WHICH CONSTELLATION SOFTWARE INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER”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“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (f)(2) or (f)(3) of this Section 2.08 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

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

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

(3) Canadian Legend . Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof prior to June 17, 2024 (the “ Canadian Resale Restriction Termination Date ”)) shall bear the legend in substantially the following form (the “ Canadian Legend ”):

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 17, 2024.

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE INDENTURE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE INDENTURE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A

NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(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 Trustee in accordance with Section 2.13. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) Canadian Resale Restrictions . Global Notes and Definitive Notes may not be transferred in Canada prior to the Canadian Resale Restriction Termination Date except pursuant to an exemption from the prospectus requirements of Canadian Securities Laws or otherwise in compliance with such laws.

(j) General Provisions Relating to Transfers and Exchanges .

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.04 or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to

cover any transfer tax or other similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.12, Section 3.08, Section 4.04 and Section 9.04).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

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

(A) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.04 and ending at the close of business on the day of selection;

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

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

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

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.04.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.08 to effect a registration of transfer or exchange may be submitted by facsimile.

(9) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, any Participant or agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant or agent member of the Depositary, with respect to any ownership interest in the Note

or with respect to the delivery to any Participant or agent member of the Depositary, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal and interest, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant or agent member of the Depositary or between or among the Depositary, any such Participant or agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.

(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, any Agent, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.

(11) None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any security (including any transfers between or among Depositary Participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(12) None of the Trustee nor any Agent shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to

the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Notes.

(13) The Company, the Trustee and the Registrar reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.

Section 2.09 Replacement Notes. If any mutilated Note is surrendered to the Trustee, or if the Holder of a Note claims that the Note has been destroyed, lost or stolen and the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of such Note, the Company shall issue, and the Trustee (upon receipt of an Authentication Order) shall authenticate a replacement Note of the same series if the Trustee’s requirements are met. If any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. If required by the Trustee, any Subsidiary Guarantor or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, each Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge a Holder for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Company.

Section 2.10 Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee hereunder and those described in this Section 2.10 as not outstanding. If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. A Note does not cease to be outstanding because the Company, a Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor holds the Note.

Section 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount of an Original Issue Discount Note shall be the principal amount thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.02, (b) the principal amount of a Note denominated in a foreign currency shall be the Dollar equivalent, as determined by the Company by reference to the noon buying rate in The City of New York for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York (the “ Exchange Rate ”) on the date of original issuance of such Note, of the principal amount (or, in the case of an Original Issue Discount Note, the Dollar equivalent, as determined by the Company by reference to the Exchange Rate on the date of original issuance of such Note, of the amount determined as provided in (a) above), of such Note and (c) Notes owned by the Company, a Subsidiary Guarantor or any other obligor upon the Notes

or any Affiliate of the Company, of a Subsidiary Guarantor or of such other obligor shall be disregarded, except that, for the purpose of determining whether the Trustee shall be protected in relying upon any such direction, amendment, supplement, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.12 Temporary Notes. Until definitive Notes of any series are ready for delivery, the Company may prepare, and the Trustee shall authenticate temporary Notes as may be reasonably acceptable to the Trustee. Temporary Notes shall be substantially in the form of definitive Notes, but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare, and the Trustee (upon receipt of an Authentication Order) shall authenticate definitive Notes in exchange for temporary Notes. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.13 Cancellation. The Company or any Subsidiary Guarantor at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, payment or redemption or for credit against any sinking fund payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, redemption, replacement or cancellation or for credit against any sinking fund. Unless the Company shall direct in writing that canceled Notes be returned to it, after written notice to the Company all canceled Notes held by the Trustee shall be disposed of in accordance with the customary procedures of the Trustee, and the Trustee shall provide a confirmation of their disposition. The Company may not issue new Notes to replace Notes that have been paid or that have been delivered to the Trustee for cancellation.

Section 2.14 Payments; Defaulted Interest. Unless otherwise provided as contemplated by Section 2.01, interest (except defaulted interest) on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Persons who are registered Holders of that Note at the close of business on the record date next preceding such Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date. The Holder must surrender a Note to a Paying Agent to collect principal payments. Unless otherwise provided with respect to the Notes of any series, the Company will pay the principal of, interest on and any Additional Amounts with respect to the Notes in Dollars. Such amounts shall be payable at the Corporate Trust Office of the Trustee or the offices of any Paying Agent; provided that at the option of the Company, the Company may pay such amounts (a) by wire transfer with respect to Global Notes or (b) by check payable in such money mailed to a Holder’s registered address with respect to any Notes.

If the Company defaults in a payment of interest on the Notes of any series, the Company shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest on the defaulted interest, in each case at the rate provided in the Notes of such series and in Section 4.01. The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. At least 15 days before any special record date selected by the Company, the Company (or the Trustee, in the name of and at the expense of the Company upon 20 days’ prior written notice from the Company setting

forth such special record date and the interest amount to be paid) shall mail to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.15 Persons Deemed Owners. The Company, the Subsidiary Guarantors, the Trustee, any Agent and any authenticating agent may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments of principal of or interest on or any Additional Amounts with respect to such Note and for all other purposes. None of the Company, any Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall be affected by any notice to the contrary.

Section 2.16 Computation of Interest. Except as otherwise specified as contemplated by Section 2.01 for Notes of any series, interest on the Notes of each series shall be computed on the basis of a 360-day year comprising of twelve 30-day months.

Section 2.17 Additional Amounts.

(a) The Company and any Subsidiary Guarantor (including any Paying Agent on behalf of the Company or any Subsidiary Guarantor) (each, a “ Payor ”) will make payments on account of the Notes without withholding or deducting on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) (“ Taxes ”) imposed or levied by or on behalf of any jurisdiction in which the Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or under any Note Guarantee, or any department, agency or political subdivision thereof (each, a “ Relevant Taxing Jurisdiction ”), unless the Payor is required by law to withhold or deduct any amount for or on account of such Taxes. If a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, such Payor, subject to the exceptions stated below, will make such withholding or deduction and pay as additional interest such additional amounts (“ Additional Amounts ”) as may be necessary such that the net amount received by each Holder or beneficial owner of an interest in the Notes (each, a “ Recipient ”) in respect of such payment (including Additional Amounts) after such withholding or deduction will not be less than the amount such Recipient would have received if such Taxes had not been withheld or deducted; provided, however , that the foregoing obligations to pay Additional Amounts shall not apply to:

(1) Canadian withholding Taxes imposed on a payment made to a Recipient as a result of such Recipient not dealing at arm’s length (for purposes of the Tax Act) with the applicable Payor at the time the amount is paid or payable (other than where the non-arm’s length relationship arises solely as a result of the existence, exercise or enforcement of rights under any Notes or any Note Guarantee);

(2) Canadian withholding Taxes imposed on interest that is paid or payable in respect of a debt or other obligation to pay an amount to a Person with whom the applicable Payor does not deal at arm’s length (for purposes of the Tax

Act) at the time the amount is paid or payable (other than where the non-arm’s length relationship arises solely as a result of the existence, exercise or enforcement of rights under any Notes or any Note Guarantee);

(3) Canadian withholding Taxes imposed on a deemed dividend arising under subsection 214(16) of the Tax Act due to the Recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company at the time of a payment or deemed payment, or (ii) not dealing at arm’s length (for purposes of the Tax Act) with a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company at the time of a payment or deemed payment (other than where the Recipient is a “specified shareholder,” or does not deal at arm’s length with a “specified shareholder,” solely as a result of the existence, exercise or enforcement of rights under any Notes or any Note Guarantee);

(4) Canadian withholding Taxes imposed as a result of the Company being a “specified entity” (as defined in subsection 18.4(1) of the proposed rules relating to “hybrid mismatch arrangements” included in Bill C-59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023, and certain provisions of the budget tabled in Parliament on March 28, 2023, the “hybrid-mismatch rules”) in respect of the Recipient and arising as a result of the hybrid-mismatch rules (other than where the Company is a specified entity in respect of the Recipient solely as a result of the existence, exercise or enforcement of rights under any Notes or any Note Guarantee);

(5) any Taxes that would not have been imposed but for the existence of any present or former connection between the Recipient and the Relevant Taxing Jurisdiction (including a connection between a fiduciary, settlor, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Recipient, if such Recipient is an estate, trust, partnership, nominee, limited liability company, corporation or other entity) including, for greater certainty and without limitation, being organized or having its principal office therein, being or having been a citizen, resident or national thereof, or being or having been present or engaged in a trade or business therein or maintaining a permanent establishment or other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction (other than a connection resulting solely from the acquisition, ownership, holding or disposition of Notes or a beneficial interest therein, the receipt of payments under Notes or under any Note Guarantee, or the enforcement of rights under Notes or any Note Guarantee);

(6) any Taxes imposed by reason of the Recipient’s failure to comply with any certification, identification, information, documentation or other evidentiary requirement concerning such Recipient’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, entitlement to benefits under an applicable tax treaty or convention, direct or indirect ownership of or

investment in the notes, arm’s length relationship with any Payor, or otherwise establishing the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes to which such Recipient is entitled;

(7) any Taxes imposed with respect to any payment on a Note to any Holder who is a fiduciary, partnership, limited liability company or other fiscally transparent entity or Person other than the beneficial owner of such payment to the extent such Taxes would not have been imposed on such payment had the Recipient been the beneficiary or settlor with respect to the fiduciary, the partner, member or interest holder in the fiscally transparent entity or the sole beneficial owner of such Note;

(8) any Taxes imposed on payments on the Notes as a result of the presentation of such Notes for payment (where presentation is required) more than 30 days after the date the relevant amount first becomes due and payable to the Recipient or the date on which the relevant amount is duly provided for, whichever is later (except to the extent such Recipient would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30-day period);

(9) Taxes imposed under FATCA;

(10) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; or

(11) any combination of the foregoing items (1) through (10).

(b) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee and the Paying Agent (if different) an Officer’s Certificate that confirms such Additional Amounts will be payable and that sets forth the amounts so payable and any other information necessary to enable the Trustee or Paying Agent, as applicable, to pay such Additional Amounts to Recipients on the payment date. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts.

(c) The Company and any Subsidiary Guarantor, jointly and severally, will indemnify and hold harmless any Recipient, and, upon written request of any Recipient, reimburse such Recipient for the amount of (i) any Taxes levied or imposed by the Relevant Taxing Jurisdiction payable by such Recipient in connection with payments made under or with respect to the Notes held by such Recipient; and (ii) any Taxes levied or imposed by the Relevant Taxing Jurisdiction with respect to any reimbursement under the foregoing clause or this clause (ii), so

that the net amount received by such Recipient after such reimbursement will not be less than the net amount such Recipient would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however , that the indemnification or reimbursement obligations provided for in this paragraph shall not extend to Taxes described in clauses (1) through (11) above, as if the Company or any Subsidiary Guarantor had been required to withhold from such payments.

(d) The Payor shall make any required withholding or deduction and timely remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. As soon as practicable, the Company shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee in its sole discretion evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

(e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar Taxes that arise in any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to thereunder, and any such Taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee, this Indenture and/or any other such document or instrument.

(f) If Additional Amounts are payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee and to the Paying Agent not less than five Business Days prior to the date such Additional Amounts are payable setting forth the accrual period and the amount of such Additional Amounts in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Additional Amounts to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Amounts are payable. Neither the Trustee nor the Paying Agent shall at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of any Taxes or the amount of any Additional Amounts owed, or with respect to the method employed in such calculation of any Additional Amounts. If the Company has paid Additional Amounts directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

(g) The obligations described under this section will survive any termination, defeasance or discharge of this Indenture or any transfer by a Holder of a Note and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.

(h) References in this Indenture, in any context, to the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, shall include the payment of Additional Amounts as described in this Section 2.17.

ARTICLE III

REDEMPTION

Section 3.01 Redemption. The Notes may be redeemed, in whole at any time or in part from time to time, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Notes set forth in Exhibit A to the Supplemental Indenture, which is hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date.

Section 3.02 Applicability of Article. Notes of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01 for Notes of any series) in accordance with this Article III.

Section 3.03 Notice to the Trustee. If the Company elects to redeem Notes of any series pursuant to this Indenture, it shall notify the Trustee of the Redemption Date and the principal amount of Notes of such series to be redeemed. The Company shall so notify the Trustee at least 15 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) by delivering to the Trustee an Officer’s Certificate stating that such redemption will comply with the provisions of this Indenture and of the Notes of such series, which shall provide the Redemption Date and the principal amount of Notes to be redeemed, and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 3.04 below. Any such notice may be canceled at any time prior to the mailing (or electronic delivery) of such notice of such redemption to any Holder and shall thereupon be void and of no effect.

Section 3.04 Selection of Notes to be Redeemed. If less than all the Notes of any series are to be redeemed (unless all of the Notes of such series of a specified tenor are to be redeemed), the particular Notes to be redeemed shall be selected not more than 60 days nor less than 10 days prior to the Redemption Date by the Trustee from the outstanding Notes of such series (and tenor) not previously called for redemption, either pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate unless otherwise required by law or by applicable stock exchange requirements and that may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Notes of that series or any integral multiple thereof) of the principal amount of Notes of such series of a denomination larger than the minimum authorized denomination for Notes of that series or of the principal amount of Global Notes of such series. For so long as the Notes are held by the Depositary (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary or such other depositary, as applicable.

The Trustee shall promptly notify the Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

For purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any of the Notes redeemed or to be redeemed only in part, to the portion of the principal amount thereof which has been or is to be redeemed.

Section 3.05 Notice of Redemption.

(a) Notice of any redemption shall be mailed by first-class mail, postage prepaid or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at the address of such Holder appearing in the register of Notes maintained by the Registrar, with a copy to the Trustee. All notices of redemption shall identify the Notes to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price (or manner of calculation if not then

known);

(3) that, unless the Company and the Subsidiary Guarantors default in making the redemption payment, interest on Notes of the applicable series or portions thereof called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed;

(4) if any Note is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after the Redemption Date, upon surrender for cancellation of such Note to the Paying Agent, a new Note or Notes in the aggregate principal amount equal to the unredeemed portion thereof will be issued without charge to the Holder;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price and the name and address of the Paying Agent;

(6) that the redemption is for a sinking or analogous fund, if such

is the case;

(7) the CUSIP number, if any, relating to such Notes; (8) the provision pursuant to which the Notes are to be

redeemed; and

(9) any condition to such redemption.

(b) Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s written request at least 15 days prior to such Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) together

with the notice to be given and delivered, by the Trustee in the name and at the expense of the Company.

(c) The notice of redemption may, at the Company’s discretion, be given subject to the satisfaction or waiver of one or more conditions precedent, including, but not limited to, the completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an Incurrence of Indebtedness or an acquisition or other strategic transaction involving a change of control of the Company or another entity). If such redemption is so subject to satisfaction or waiver of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall provide notice of any rescission to the Trustee at least two Business Days prior to the Redemption Date.

Section 3.06 Effect of Notice of Redemption. Subject to Section 3.05, once a notice of redemption is mailed (or electronically delivered), Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent, such Notes called for redemption shall be paid at the Redemption Price, but interest installments whose maturity is on or prior to such Redemption Date will be payable on the relevant Interest Payment Dates to the Holders of record at the close of business on the relevant record dates specified pursuant to Section 2.01.

Section 3.07 Deposit of Redemption Price. On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if the Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Notes or portions thereof which are to be redeemed on that date, other than Notes or portions thereof called for redemption on that date which have been delivered by the Company or a Subsidiary Guarantor to the Trustee for cancellation.

If the Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment, and the Holders of such Notes shall have no further rights with respect to such Notes except for the right to receive the Redemption Price upon surrender of such Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Notes or, in the case of Original Issue Discount Notes, such Notes’ yield to maturity.

Section 3.08 Notes Redeemed or Purchased in Part. Upon surrender to the Paying Agent of a Note to be redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver (or transfer by book entry) to the Holder of such Note without service charge a new Note or Notes, of the same series and of any authorized denomination as requested by such Holder in

aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Note so surrendered that is not redeemed.

Section 3.09 Purchase of Notes. Unless otherwise specified as contemplated by Section 2.01, the Company, any Subsidiary Guarantor and any Affiliate of the Company or any Subsidiary Guarantor may, subject to applicable law, at any time purchase or otherwise acquire Notes in the open market or by private agreement. Any such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Notes. Any Notes purchased or acquired by the Company or a Subsidiary Guarantor may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 2.13 shall apply to all Notes so delivered.

Section 3.10 Tax Redemption

(a) If, as a result of:

(1) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced or becomes effective after the Issue Date of the Notes of a particular series (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or

(2) any amendment to, or change in, the official application, official interpretation, official administration of, or official assessing practices under, any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Company or any of the Subsidiary Guarantors), which is announced or becomes effective after the Issue Date of the Notes of a particular series (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date),

the Company or any Subsidiary Guarantor will be obligated to pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts with respect to the Relevant Taxing Jurisdiction (which are more than a de minimis amount), then the Company may, at its option, redeem all but not less than all of the Notes, upon not less than 10 and not more than 60 days’ notice, at a Redemption Price of 100% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the Redemption Date; provided that (i) the Company will not give notice of any such redemption earlier than 90 days prior to the earliest date on or from which the Company or Subsidiary Guarantor would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating the obligation to pay such Additional Amounts remain in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver to the Trustee a written opinion of independent legal counsel to the Company of recognized standing to the effect that the Company or Subsidiary Guarantor, as applicable, will be obligated to pay such Additional Amounts, or any related payments as a result of an amendment or change described above.

ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes. The Company shall pay the principal of, interest on and any Additional Amounts with respect to the Notes of each series on the dates and in the manner provided in the Notes of such series and in this Indenture. Principal, interest and any Additional Amounts shall be considered paid on the date due if the Paying Agent (other than the Company, a Subsidiary Guarantor or a Subsidiary) holds on that date money deposited by the Company or a Subsidiary Guarantor designated for and sufficient to pay all principal, interest and any Additional Amounts then due.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to the then applicable interest rate on the Notes to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and any Additional Amount (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Reports.

(a) For so long as any Notes of any series are outstanding:

(1) if the Company is subject to the reporting requirements of the Canadian Securities Laws and is required to file information with one or more Canadian Securities Administrators pursuant to such laws, the Company will furnish to the Trustee and the Holders of the Notes of the applicable series, to the extent not otherwise available on SEDAR+ or the Company’s website, as promptly as is reasonably practicable after such information has been filed, the following:

(A) all quarterly and annual financial information that the Company is required to file pursuant to the Canadian Securities Laws, including in each case a “ Management’s discussion and analysis of financial condition and results of operations ,” annual or interim financial statements, as the case may be, and, with respect to the annual information only, an auditor’s report on the annual financial statements by the Company’s independent chartered professional accountants; and

(B) all press releases, material change reports, business acquisition reports, financial statements and circulars that the Company is required to file with the Canadian Securities Administrators;

(2) if the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Trustee and the Holders of the Notes of the applicable series, to the extent not otherwise available on EDGAR or the Company’s website, as promptly as is reasonably practicable after such information has been filed, the following:

(A) annual reports of the Company on Form 10-K, Form 20-F (if eligible) or Form 40-F (if eligible) containing in each case the information that is required to be contained in such forms under the Exchange Act, including “ Management’s discussion and analysis of financial condition and results of operations ,” audited financial statements and a report on the annual financial statements by the Company’s independent chartered professional accountants;

(B) quarterly reports of the Company on Form 10-Q or Form 6-K (if eligible) containing in each case the information that is required to be contained in such forms under the Exchange Act, including “ Management’s discussion and analysis of financial condition and results of operations ” and unaudited quarterly financial statements; and

(C) all current reports that are furnished or required to be filed with the SEC on Form 8-K or Form 6-K (if eligible); and

(3) if the Company is not subject to either the reporting requirements of the Canadian Securities Laws or Section 13 or 15(d) of the Exchange Act, then the Company will furnish to the Trustee and Holders of the Notes of the applicable series (which, in the case of Holders, may be furnished by public posting on the Company’s website) all of the financial information and reports referred to in, at the Company’s election, either clause (1) or clause (2) above (which filing with the Trustee shall be made no later than 15 days after the time periods specified in the Canadian Securities Administrators’ or SEC’s rules and regulations, including, without limitation, any extension permitted under Canadian Securities Laws or the Exchange Act).

(b) For the avoidance of doubt, the Company may satisfy its obligations under this Section 4.02 by providing reports pursuant to any of clauses (1), (2) or (3) of subsection 4.02(a), to the extent that the conditions set forth in the applicable clause are satisfied.

(c) In addition, for so long as any Notes remain outstanding, at any time that the Company is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Company will provide to any Holder or beneficial owner of Notes or prospective purchaser of Notes designated by such Holder or beneficial owner, upon request of such Holder or beneficial holder, the information required to be delivered by Rule 144A(d)(4) under the Securities Act to facilitate resales of the notes pursuant to Rule 144A.

(d) Delivery of reports, information and documents to the Trustee (and/or their availability on SEDAR+ and/or EDGAR) is for informational purposes only and their respective receipt of such reports, information and/or documents (and/or the availability thereof) shall not constitute actual or constructive notice or actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Company’s, any Subsidiary Guarantor’s or any other Person’s compliance with any of its covenants under this

Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate delivered pursuant to this Indenture).

(e) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, any Subsidiary Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under SEDAR+ or EDGAR or under this Indenture or participate in any conference calls.

Section 4.03 Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate from the principal executive, principal financial or principal accounting officer, stating that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officer with a view to determining that there is no default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).

(b) The Company or any Subsidiary Guarantor shall, so long as Notes of any series are outstanding, deliver to the Trustee, as soon as possible and in any event within 60 days upon any Officer of the Company becoming aware of any Default or Event of Default or receiving notice of such Default or Event of Default, if such Default or Event of Default is continuing, under this Indenture, an Officer’s Certificate specifying such Default or Event of Default, its status and what action the Company or such Subsidiary Guarantor, as the case may be, is taking or proposes to take with respect thereto.

Section 4.04 Change of Control.

(a) If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes of a series as described in Article III, each Holder of the Notes of a series will have the right (a “ Change of Control Right ”) to require the Company to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on the Notes to be repurchased to, but excluding, the date of repurchase (the “ Change of Control Payment ”). Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (a “ Change of Control Notice ”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and the Company’s obligation to repurchase the Notes of a series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such Change of Control Notice is delivered (a “ Change of Control Payment Date ”). The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes of a series is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. Holders of the Notes electing

to have a Note repurchased pursuant to this Section 4.04 will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the Change of Control Notice, or Holders of Global Notes must transfer their Notes to the Paying Agent by book-entry transfer pursuant to the Applicable Procedures as in effect from time to time of the Depositary, prior to the close of business on the Business Day prior to the Change of Control Payment Date.

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

(c) On the Change of Control Payment Date following a Change of Control Repurchase Event, the Company will, to the extent lawful: (1) accept for payment all the Notes or portions of the Notes properly tendered pursuant to its Change of Control Notice;

(2) no later than 10:00 a.m., New York City time, deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all the Notes or portions of the Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company.

(4) The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Repurchase Price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

(5) The Company will not be required to repurchase the Notes upon a Change of Control Repurchase Event if a third party agrees to repurchase the Notes in the manner, at the times and otherwise in compliance with the requirements for the Company under this Indenture and such third-party repurchases all Notes properly tendered and not withdrawn by the Holders.

Section 4.05 Limitations on Liens.

(a) The Company will not Incur, and will not permit any of its Subsidiaries to Incur, any Indebtedness secured by a Lien upon (a) any Principal Property of the Company or any of its Subsidiaries or (b) any Capital Stock or Indebtedness of any of its Subsidiaries that own any

Principal Property (whether such Principal Property, or shares or Indebtedness of any such Subsidiary, are now existing or owned or hereafter created or acquired), in each case, unless prior to or at the same time, the Notes (together with, at the option of the Company, any other Indebtedness or guarantees of the Company or any of its Subsidiaries ranking equally in right of payment with the Notes or such guarantee), are equally and ratably secured with, or at the option of the Company, prior to, such secured Indebtedness.

(b) The foregoing restriction shall not apply to any of the following Liens:

(1) Liens on property, Capital Stock or Indebtedness existing with respect to any Person at the time such Person becomes a Subsidiary of the Company or a Subsidiary of any Subsidiary of the Company; provided that such Lien was not Incurred in anticipation of such Person becoming a Subsidiary;

(2) Liens on property, Capital Stock or Indebtedness existing at the time of acquisition by the Company or any of its Subsidiaries or a Subsidiary of any Subsidiary of the Company of such property, Capital Stock or Indebtedness or Liens on property, Capital Stock or Indebtedness to secure the payment of all or any part of the purchase price of such property, Capital Stock or Indebtedness, or Liens on property, Capital Stock or Indebtedness to secure any Indebtedness for borrowed money Incurred prior to, at the time of, or within 18 months after, the latest of the acquisition of such property, Capital Stock or Indebtedness or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property and related costs and expenses, the construction or the making of the improvements;

(3) any Lien securing Indebtedness of the Company or a Subsidiary of the Company owing to the Company or to any of its Subsidiaries;

(4) Liens existing on the date when the Company first issues Notes pursuant to this Indenture (other than any Additional Notes);

(5) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated, amalgamated or arranged with the Company or any of its Subsidiaries, at the time such Person becomes a Subsidiary of the Company, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Company or any of its Subsidiaries; provided that such Lien was not Incurred in anticipation of the merger, amalgamation, arrangement, consolidation or sale, lease, other disposition or other such transaction;

(6) Liens created to secure the Notes;

(7) Liens imposed by law, such as materialmen’s, workmen’s or repairmen’s, carriers’, warehousemen’s and mechanic’s Liens and other similar Liens, in each case for sums not yet overdue by more than 30 calendar days or being contested in good faith by appropriate proceedings or other Liens arising out of

judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

(8) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(9) Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature;

(10) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and liens of judgments thereunder which are not currently dischargeable, or deposits to secure public or statutory obligations, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings;

(11) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens none of which interfere materially with the use of the property covered thereby in the ordinary course of business and which do not, in the Company’s opinion, materially detract from the value of such properties;

(12) Liens in favor of the United States or Canada or any state, province, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or Canada or any state, province, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness Incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens;

(13) Liens securing Indebtedness of any Excluded Subsidiary, so long as such Indebtedness is, by its terms, non-recourse to the Company and the Subsidiary Guarantors; or

(14) any extensions, renewals or replacements of any Lien referred to in clauses (1) through (13) without increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees or other costs

associated with any such extension, renewal or replacement); provided, however , that any Liens permitted by any of clauses (1) through (12) shall not extend to or cover any property of the Company or any of its Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.

(c) Notwithstanding the restrictions set forth in Section 4.05(b) hereto, the Company and its Subsidiaries will be permitted to Incur Indebtedness secured by Liens which would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes; provided that, after giving effect to such Indebtedness, the aggregate amount of all Indebtedness secured by Liens (not including Liens permitted under clauses (1) through (14) above), together with all Attributable Debt outstanding pursuant to Section 4.06(b) hereto, does not exceed 15% of the Consolidated Net Worth of the Company and its Subsidiaries calculated as of the date of the creation or Incurrence of the Lien. The Company and its Subsidiaries also may, without equally and ratably securing the Notes, create or Incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.

Section 4.06 Limitation on Sale and Leaseback Transactions.

(a) The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless:

(1) such transaction was entered into prior to the date of the initial issuance of the Notes (other than any Additional Notes);

(2) such transaction was for the sale and leasing back to the Company or any of its wholly owned Subsidiaries of any Principal Property by one of its Subsidiaries;

(3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years);

(4) the Company would be entitled to Incur Indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes pursuant to Section 4.05(b) hereto; or

(5) The Company or any Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the retirement of Indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such Sale and Leaseback Transaction; provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to it.

(b) Notwithstanding the restrictions set forth in Section 4.06(a) above, the Company and its Subsidiaries may enter into any Sale and Leaseback Transaction which would otherwise be subject to the restrictions in Section 4.06(a) hereto, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.05(c) hereto, does not exceed 15% of the Consolidated Net Worth of the Company and its Subsidiaries calculated as of the closing date of the Sale and Leaseback Transaction.

Section 4.07 Future Guarantors.

(a) The Company shall cause each Subsidiary that is or becomes a borrower or guarantor under the Credit Facility following the Issue Date to execute and deliver to the Trustee a Note Guarantee with respect to each series of Notes within 60 days after the Incurrence or guarantee of any such Indebtedness. Each Note Guarantee shall be released in accordance with the provisions of Section 10.04 hereto.

(b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to execute and deliver to the Trustee a Note Guarantee and become a Subsidiary Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period described above. Any Note Guarantee provided by any such Subsidiary may be released at any time in the Company’s sole discretion.

ARTICLE V

SUCCESSORS

Section 5.01 Consolidation, Merger, Amalgamation, Arrangement and Conveyance, Transfer and Lease of Assets.

(a) The Company may not (i) consolidate, merge, amalgamate, effect an arrangement or combine with or into, or (ii) sell, convey, transfer or lease all or substantially all of the properties and assets of the Company and its Subsidiaries (determined on a consolidated basis), taken as a whole, to, any Person (other than a sale, conveyance, transfer or lease to one or more of the Company’s Subsidiaries), in a single transaction or in a series of related transactions, unless:

(1) either (x) the Person formed by or surviving any such consolidation, amalgamation, arrangement, combination or merger is the Company (the Person formed by or surviving a consolidation, amalgamation, arrangement, combination or merger, the “ Continuing Person ”) or (y) the Person (if other than the Company) formed by such consolidation, amalgamation or arrangement or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all the properties and assets of the Company and its Subsidiaries (determined on a consolidated basis), taken as a whole (the “ Successor Company ”), is an entity organized under the laws of the United States, any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof;

(2) if the Company is not the Continuing Person, the Successor Company expressly assumes pursuant to a Supplemental Indenture, or assumes by operation of law, all of the Company’s obligations with respect to each series of Notes and this Indenture;

(3) except in the case of a transaction where the Company is the Continuing Person, immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(4) if the Company is not the Continuing Person, the Company or the Successor Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, lease, assignment, transfer, conveyance or other disposition complies with this Indenture and all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Section 5.02 Successor Person Substituted. Upon any transaction or series of related transactions to which the requirements of Section 5.01 apply and are effected in accordance with such requirements, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such Successor Company had been named as the Company; and when a Successor Company duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

Section 5.03 Subsidiary Guarantors.

(a) Subject to the limitations described in Section 10.04 governing release of a Note Guarantee, no Subsidiary Guarantor will, and the Company will not permit any such Subsidiary Guarantor to, (x) consolidate, merge, amalgamate, effect an arrangement or combine with or into (whether or not the Company or such Subsidiary Guarantor is the Surviving Person), or sell, convey, transfer or lease all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) such Subsidiary Guarantor is the Surviving Person or the Person formed by or surviving any such consolidation, amalgamation, arrangement, combination or merger (if other than such Subsidiary Guarantor) or to which such sale, conveyance, transfer, lease, or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as the case may be, the laws of Canada or any province or territory thereof or the laws of the United States, any State thereof, the District of Columbia, or any territory thereof (such guarantor or such Person, as the case may be, being herein called the “ Successor Person ”);

(2) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes pursuant to a Supplemental Indenture, or assumes by

operation of law, all of such Subsidiary Guarantor’s obligations with respect to each series of Notes and this Indenture;

(3) except in the case of a transaction where the Subsidiary Guarantor is the Continuing Person, immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(4) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, lease, assignment, transfer, conveyance or other disposition complies with this Indenture and all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

(b) The Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Note Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s Note Guarantee.

(c) Notwithstanding the foregoing, any Subsidiary Guarantor may consolidate, amalgamate, arrange, combine or merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Company.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

“ Event of Default ,” wherever used herein with respect to Notes of any series, means any one of the following events, unless in the establishing Board Resolution, Supplemental Indenture or Officer’s Certificate, it is provided that such series shall not have the benefit of said Event of Default:

(a) default in the payment of any interest on any Note when it becomes due and payable, and the continuance of such default for a period of 30 days or more (unless the entire amount of such payment is deposited by the Company with the Trustee or a Paying Agent prior to the expiration of such 30-day period);

(b) default in the payment of the principal of or any premium, if any, on any Note when due at its Stated Maturity, upon optional redemption pursuant to Article III hereto or tax redemption pursuant to Section 3.10 hereto or otherwise;

(c) failure by the Company to repurchase the Notes tendered for repurchase following a Change of Control Repurchase Event in accordance with Section 4.05 hereto;

(d) default in the observance or performance of any other covenant by the Company in this Indenture (other than those referred to in (a), (b) or (c) above), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the Holders of not less than 25% in aggregate principal amount of the applicable series of Notes then outstanding as provided in this Indenture;

(e) the Company pursuant to or within the meaning of Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an

involuntary case;

(3) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property;

(4) makes a general assignment for the benefit of its creditors;

(5) generally is not paying its debts as they become due;

(f) the entry by a court having competent jurisdiction of an order or decree under any Bankruptcy Law that:

(1) is for relief against the Company in an involuntary case,

(2) appoints a Bankruptcy Custodian of the Company, or for all or substantially all of the property of the Company, or

(3) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 consecutive days;

(g) (1) the failure by the Company or any Subsidiary Guarantor to make any payment at Maturity, including any applicable grace period, on any Indebtedness of the Company or such Subsidiary Guarantor (other than, in the case of the Company, Indebtedness of the Company owing to any of its Subsidiaries or in the case of the Subsidiary Guarantors, Indebtedness of such Subsidiary Guarantors owing to the Company or any other Subsidiary) outstanding in an amount in excess of $50,000,000 and continuance of this failure to pay or (2) a default on any Indebtedness of the Company or any Subsidiary Guarantor (other than, in the case of the Company, Indebtedness of the Company owing to any of its Subsidiaries or in the case of the Subsidiary Guarantors, Indebtedness of such Subsidiary Guarantors owing to the Company or any other Subsidiary), which default results in the acceleration of such Indebtedness in an amount in excess of $50,000,000 without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (1) or (2) above, for a period of 30 days after written notice thereof to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate principal amount of the applicable series of Notes then outstanding; provided, however , that if any failure, default or acceleration referred to in

clause (1) or (2) above ceases or is cured, waived, rescinded or annulled, then the Event of Default will be deemed cured; and

(h) the Note Guarantee of a Material Subsidiary ceases to be in full force and effect with respect to a series of Notes (except as contemplated by the terms of this Indenture) or such Subsidiary Guarantor denies or disaffirms in writing its obligations under this Indenture or any Note Guarantee, other than by reason of the release of such Note Guarantee in accordance with the terms of this Indenture.

Section 6.02 Acceleration

If an Event of Default with respect to the Notes of a series at the time outstanding (other than an Event of Default arising under Sections 6.01(e) or (f)) has occurred and is continuing and a Responsible Officer of the Trustee has obtained actual knowledge or received written notice of such Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of such series then outstanding may declare that the entire principal amount of all the Notes of such series then outstanding is immediately due and payable, in which case such amounts shall become immediately due and payable; provided, however , that after such acceleration but before a judgment or decree for the payment of the amount due based on such acceleration is obtained or entered for the Notes of such series, the Holders of a majority in aggregate principal amount of the outstanding Notes of the applicable series, by written notice to the Company and the Trustee may, on behalf of the Holders of the Notes of such series, rescind and annul such acceleration and its consequences if (i) the Company has paid or caused to be paid or deposited with the Trustee an amount sufficient to pay all matured installments of interest upon the Notes of the applicable series and the principal of and premium, if any, on the Notes that has become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent the payment of such interest is enforceable under applicable law, upon overdue installments of interest, at the rate expressed in the Notes of such series to the date of such payment or deposit), and (ii) any and all Events of Default, other than the nonpayment of accelerated principal on the Notes of the applicable series that shall have become due solely because of such declaration of acceleration, shall have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto. In case an Event of Default specified in Sections 6.01(e) or (f) with respect to the Company occurs, such principal amount with respect to the Notes of each series shall become immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder of the Notes.

Section 6.03 Remedies.

If an Event of Default with respect to Notes of any series at the time outstanding occurs and is continuing, the Trustee (which may be at the direction of Holders of a majority in principal amount of the Notes of any series then outstanding) may pursue any available remedy by proceeding at law or in equity to collect the payment of the principal of, or interest and premium, if any, on, the Notes of that series, or to enforce the performance of any provision of the Notes of that series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes of that series or does not produce any of them in the proceeding. A delay or omission by the Trustee or

any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by applicable law.

Section 6.04 Waiver of Past Defaults and Events of Default.

Subject to Sections 6.02, 6.07 and 8.02, the Holders of a majority in principal amount of the Notes of any series then outstanding have the right to waive any existing Default or Event of Default with respect to such series or compliance with any provision of this Indenture (with respect to such series) or the Notes of such series. Upon any such waiver, such Default with respect to such series shall cease to exist, and any Event of Default with respect to such series arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 6.05 Control by Majority.

Subject to Sections 6.02, 6.07 and 8.02, the Holders of a majority in principal amount of the Notes of any series then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture with respect to such series. The Trustee, however, may refuse to follow any direction that conflicts with applicable law, rule, regulation or court order or this Indenture or the Notes, or that the Trustee determines may be unduly prejudicial to the rights of any other Holder, or that may involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder); provided that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Section 6.06 Limitation on Suits.

(a) Subject to Section 6.07, no Holder of the Notes shall have any right (by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise) to institute any judicial or other proceeding with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy unless:

(1) the Holder shall have given the Trustee written notice that an Event of Default has occurred and remains uncured with respect to the Notes of that series;

(2) the Holders of not less than 25% in the aggregate principal amount of the Notes of such series then outstanding have made a written request or direction that the Trustee take action because of the Event of Default, and offer security and/or indemnity satisfactory to the Trustee against the fees, costs, losses, expenses (including attorneys’ fees and expenses and court costs), damages, penalties and any and all other liabilities of taking that action; and

(3) the Trustee has failed to take action for 60 days after receipt of the above notice and offer of security or indemnity and during such 60-day period, the Trustee has not received a contrary instruction from Holders of a majority in the aggregate principal amount of the Notes of such series then outstanding.

A Holder may not use this Indenture to prejudice the rights of another Holder, or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note of a series to receive payment of the principal of, and interest and premium, if any, on, the Notes of such series on or after the respective due dates expressed in the Notes of such series, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired or affected without the consent of the Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default in payment of principal, interest or premium, if any, specified in Sections 6.01(a) or (b) with respect to Notes of any series at the time outstanding occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company (or any other obligor on the Notes of that series) for the whole amount of unpaid principal and premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Notes of that series, and such further amounts 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, as set forth in Section 7.07.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Notes), any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. 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 this Section 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 of a series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings.

Section 6.10 Priorities.

If the Trustee receives or collects any money pursuant to this Article VI, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under this Indenture in all of its capacities, including without limitation, the payment and/or reimbursement of all compensation, expenses, and liabilities incurred, and all advances made by the Trustee, and any and all costs and expenses of collection;

SECOND: to Holders for amounts then due and unpaid for the principal of, and interest and premium, if any, on, the Notes in respect of which, or for the benefit of which, such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes; for principal and any premium and interest, respectively; and

THIRD: to the Company.

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 Trustee shall mail (or electronically deliver) to each Holder a notice that states the record date, the payment date and amount to be paid.

To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of or interest on or Additional Amounts with respect to the Notes of any series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. Neither the Company, any Subsidiary Guarantor nor the Trustee shall be liable for any shortfall nor shall it benefit from any windfall in payments to Holders of Notes under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Notes, but payment of such judgment shall discharge all amounts owed by the Company and the Subsidiary Guarantors on the claim or claims underlying such judgment.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes of a series then outstanding.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has obtained actual knowledge or received written notice thereof, 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 with respect to the

Notes of any series:

(1) the Trustee undertakes to perform the express duties and only such duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee for review, the Trustee shall be under a duty to examine the same 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, statements, opinions or conclusions stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

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

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(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 6.05.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or Incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights, remedies, or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate security and/or indemnity against such risk or liability is not reasonably assured to it.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company and the Subsidiary Guarantors. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. All money received by the Trustee shall, until applied as herein provided, be held in trust for the payment of the principal of, interest on and Additional Amounts with respect to the Notes.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully 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 (whether in its original, facsimile, or electronic form) believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) Before the Trustee acts or refrains from acting, it may require that instruction in the form of an Officer’s Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officer’s Certificate or Opinion of Counsel. The Trustee may consult at the Company’s expense with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Subsidiary Guarantor shall be sufficient if signed by an Officer of the Company.

(f) The Trustee shall not be obligated to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document.

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(h) The Trustee may request that the Company deliver a 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 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.

(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (including upon or during an Event of Default) at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against the fees, costs, expenses (including attorneys’ fees and expenses), losses, damages, penalties and liabilities which might be Incurred by it in compliance with such request or direction. The Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or that may involve the Trustee in personal liability or financial risk.

(j) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(k) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive, or consequential damages, or other similar loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

(l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any present or future law or regulation or any act of any governmental authority, acts of God, natural disaster, national emergency and interruptions, nuclear or natural catastrophes, earthquakes, fire, flood, terrorism, wars and other civil or military disturbances, sabotage, pandemics, epidemics, disease, quarantine, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services, malware or ransomware, unavailability of the Federal Reserve Bank wire or facsimile or telex system or other funds transfer system or other wire or communication

facility or unavailability of any securities clearing system, accidents, labor disputes, acts of civil or military authority and any governmental action.

(m) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

(n) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default from the Company or from the Holders of not less than 25% in principal amount of the outstanding Notes at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.

(o) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for a Global Note, the Company or DTC shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(p) The Trustee (in any of its capacities) shall not be responsible for determining whether any Change of Control and/or Change of Control Repurchase Event has occurred and whether any Change of Control Payment and/or any other payment with respect to the Notes is required. The Trustee (in any of its capacities) shall not be responsible for monitoring the ratings of the Company and the Subsidiary Guarantors or their Affiliates or any other party or making any request upon any rating agency.

(q) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.03 May Hold Notes. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, any Subsidiary Guarantor or any of their respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. However, the Trustee is subject to Sections 7.10.

Section 7.04 Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or any Subsidiary Guarantor or upon the Company’s or such Subsidiary Guarantor’s direction under any provision hereof, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible for any statement or recital herein or any statement in the Notes other than its certificate of authentication.

The Trustee shall not be responsible (or have any liability related thereto) to make, confirm, or verify any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.

Section 7.05 Notice of Defaults. If a Default or Event of Default with respect to the Notes of any series occurs and is continuing and a Responsible Officer of the Trustee has obtained actual knowledge or received written notice thereof, the Trustee shall mail (or provide by electronic means) to Holders of Notes of such series a notice of the Default or Event of Default within 90 days after it has knowledge thereof. Except in the case of a Default or Event of Default in payment of principal of, interest on and Additional Amounts or any sinking fund installment with respect to the Notes of such series, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of Notes of such series.

Section 7.06 Intentionally Omitted.

Section 7.07 Compensation and Indemnity. The Company agrees to pay to the Trustee for its acceptance of this Indenture and services hereunder such compensation as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company agrees to reimburse the Trustee upon request for all reasonable disbursements, advances and expenses Incurred by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and each Subsidiary Guarantor jointly and severally hereby indemnifies and hold harmless the Trustee and its officers, directors, agents, attorneys, and employees, and any predecessor Trustee against any and all loss, liability, damage, claim or expense (including fees and expenses of counsel), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), Incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Subsidiary Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section (including attorneys’ fees and expenses related thereto), except as set forth in the next following paragraph. The Trustee shall notify the Company and the Subsidiary Guarantors promptly of any claim for which it may seek indemnity, but the failure to provide such notice shall not affect the Trustee’s rights under this Section 7.07 except to the extent that the Company is actually prejudiced thereby. The Company shall defend the claim and the Trustee shall reasonably cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which shall not be unreasonably withheld or delayed.

The Company shall not be obligated to reimburse any expense or indemnify against any loss or liability Incurred by the Trustee through the Trustee’s gross negligence or willful misconduct.

To secure the payment obligations of the Company in this Section 7.07, the Trustee shall have a lien prior to the Notes on all property and money held or collected by the Trustee, except that held in trust to pay principal of, interest on and any Additional Amounts with respect to Notes of any series. Such lien and the Company’s and the Subsidiary Guarantors’ obligations under this Section 7.07 shall survive the termination for any reason of this Indenture, the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee.

When the Trustee Incurs expenses or renders services after an Event of Default specified in Sections 6.01(g) or (h) 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.

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however , that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Section 7.08 Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign and be discharged at any time upon 30 days’ written notice with respect to the Notes of one or more series by so notifying the Company and the Subsidiary Guarantors. The Holders of a majority in principal amount of the then outstanding Notes of any series may remove the Trustee upon 30 days’ written notice with respect to the Notes of such series by so notifying the Trustee, the Company and the Subsidiary Guarantors. The Company may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10;

(b) 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;

property; or

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Notes of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Notes of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Notes of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Notes of any particular series). Within one year after the successor Trustee with respect to the Notes of any series takes office, the Holders of a majority in principal amount of the Notes of such series then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee with respect to the Notes of any series does not take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company, any Subsidiary Guarantor or the Holders of at least 10% in principal amount

of the then outstanding Notes of such series may (at the expense of the Company) petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes of such series.

If the Trustee with respect to the Notes of a series fails to comply with Section 7.10, any Holder of Notes of such series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the Notes of such series.

In case of the appointment of a successor Trustee with respect to all Notes, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Subsidiary Guarantors and on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its fees, costs, expenses (including attorneys’ fees and expenses), charges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers and duties of the retiring Trustee. 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 retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

In case of the appointment of a successor Trustee with respect to the Notes of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Notes of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (i) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Notes, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Notes of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such Supplemental Indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such Supplemental Indenture and the upon payment of the retiring Trustee’s charges and all other amounts payable to it hereunder, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys’ fees, costs, and expenses, and any and all other amounts owed to the Trustee (in any of its capacities).

Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the obligations of the Company under Section 7.07 shall continue for the benefit of the retiring Trustee or Trustees.

Section 7.09 Successor Trustee by Merger, etc. Subject to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee; provided that in the case of a transfer of all or substantially all of its corporate trust business to another Person, the transferee corporation expressly assumes all of the Trustee’s liabilities hereunder.

In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10 Eligibility; Disqualification. There shall at all times be a Trustee hereunder which shall be a corporation or banking association organized and doing business under the laws of the United States, any State thereof or the District of Columbia and authorized under such laws to exercise corporate trust power, shall be subject to supervision or examination by federal or state (or the District of Columbia) authority and shall have, or be a subsidiary of a bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition.

Section 7.11 Appointment of Co-Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time for the purpose of meeting any legal requirement of any jurisdiction, the Trustee shall have the power and may execute and deliver all instruments necessary for the appointment of one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.10 hereof and no notice to Holders of the appointment of any co-trustee is or separate trustee shall be required under Section 7.08 hereof.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(1) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of

any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(2) the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or separate trustee hereunder. No co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any separate trustee or any other co-trustee hereunder. No separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any co-trustee or any other separate trustee hereunder; and

(3) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.

ARTICLE VIII

DISCHARGE OF INDENTURE

Section 8.01 Satisfaction and Discharge of Liability on Notes; Defeasance.

(a) This Indenture will be discharged and will cease to be of further effect with respect to all Notes of a series (except as to rights of transfer or exchange of Notes of a series, which shall survive until all Notes of such series have been canceled) as to all outstanding Notes of such series issued hereunder (and the Company’s obligations in respect of the Notes of such series will be discharged), when

(1) either: (A) all the Notes of the applicable series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited

in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all the Notes of the applicable series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise or will become due and payable by reason of the giving of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes of the applicable series, cash in U.S. dollars, non-callable U.S. Government Securities or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest to the date of Maturity or redemption;

(2) in respect of clause (1)(B) of this Section 8.01(a), no Default or Event of Default has occurred and is continuing under this Indenture on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from or arising in connection with borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing);

(3) the Company has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series issued hereunder at Maturity or the Redemption Date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(b) The Company may, at its option and at any time, elect to have all of its obligations and the obligations of the Subsidiary Guarantors released with respect to a series of Notes issued hereunder (“ Legal Defeasance ”). Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Notes of such series and the related Note Guarantees, and this Indenture shall cease to be of further effect as to all outstanding Notes of such series and the related Note Guarantees, except for:

(1) the rights of Holders of outstanding Notes of a series issued hereunder to receive payments in respect of the principal of, or interest or premium, if any, on the Notes of such series when such payments are due from the trust referred to in Section 8.02(a);

(2) the Company’s obligations with respect to the Notes of a series issued hereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment;

(3) the rights, powers, trusts, duties, privileges, protections, limitations of liability, indemnities and immunities of the Trustee (in any of its capacities), and the obligations of the Company and the Subsidiary Guarantors in connection therewith; and

(4) the Legal Defeasance provisions of this Indenture.

In addition, the Company may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to (A) their respective obligations under Sections 4.02 through 4.07, inclusive and (B) the operation of Section 6.01(c), Section 6.01(d), Section 6.01(g) and Section 6.01(h) (“ Covenant Defeasance ”) on and after the conditions in Section 8.02 with respect to Covenant Defeasance are satisfied, and thereafter any omission to comply with such obligations will not constitute a Default or Event of Default with respect to the Notes of such series. The Company may exercise its Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

(c) If the Company exercises its Legal Defeasance option, payment of the Notes of a series may not be accelerated because of an Event of Default with respect thereto.

(d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

(e) Notwithstanding clauses (a) and (b) of this Section 8.01, the Company’s obligations in Article II and Sections 4.01, 7.07, 7.08, 8.05 and 8.06 shall survive with respect to the Notes until such time as the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 shall survive.

Section 8.02 Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes of the applicable series:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes of the applicable series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities in amounts as will be sufficient (without consideration of any reinvestment of interest or other earnings), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee (at the Company’s sole expense), to pay the principal of, or interest and premium, if any, on the outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes of the applicable series are being defeased to Maturity or to a particular Redemption Date;

(b) in the case of Legal Defeasance, (i) the Company has delivered to the Trustee an Opinion of Counsel confirming that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners of the outstanding Notes of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) the Company has delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of (and any beneficial owners of an interest in) the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of such Legal Defeasance, and will be subject to Canadian federal, provincial or territorial income or other tax on the same amounts, in the same manner, and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, (i) the Company has delivered to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) the Company has delivered to the Trustee and Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of (and any beneficial owners of an interest in) the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of such Covenant Defeasance, and will be subject to Canadian federal, provincial or territorial income or other tax on the same amounts, in the same manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default has occurred and is continuing under this Indenture on the date of such deposit (other than a Default or Event of Default resulting from or arising in connection with the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

(f) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit referred to in clause (a) was not made by the Company with the intent of preferring the Holders of the Notes of the applicable series over the other creditors of the Company or any Subsidiary Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Subsidiary Guarantor or others; and

(g) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance of the Notes of the applicable series have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clauses (b) and (c) of this Section 8.02 with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes of the applicable series when due, then the Company’s obligations and the obligations of Subsidiary Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Section 8.03 Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.

(a) All money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.02(a) in respect of the outstanding Notes of the applicable series shall 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, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued and unpaid interest, but such money need not be segregated from other funds except to the extent required by law.

(b) The Company shall pay, reimburse, and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Securities deposited pursuant to Section 8.02(a) or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of the applicable series.

(c) Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company any money or U.S. Government Securities held by it as provided in Section 8.02(a) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.04 Reinstatement.

(a) If the Trustee or Paying Agent is unable to apply any money or U.S. Government Securities in accordance with Section 8.01 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 Company’s obligations under this Indenture and the Notes of the applicable series shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply

all such money or U.S. Government Securities in accordance with Section 8.01; provided that if the Company has made any payment of principal of, premium, if any, or accrued and unpaid interest on any Notes of the applicable series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Securities held by the Trustee or Paying Agent.

Section 8.05 Moneys Held by Paying Agent.

(a) In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 8.02(a), to the Company upon a request of the Company, and thereupon the Paying Agent shall be released from all further liability with respect to such moneys.

Section 8.06 Moneys Held by Trustee.

(a) Any moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or premium, if any, or interest on any Note of a series that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall, subject to applicable abandoned property law, be repaid to the Company upon a request of the Company, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof, and all responsibility and liability of the Trustee or the Paying Agent with respect to such trust money shall thereupon cease. After payment to the Company or the release of any money held in trust by the Company, Holders entitled to the money must look only to the Company for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS

Section 9.01 Without Consent of Holders. The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Notes of one or more series for any of the following purposes without notice to or consent of any Holder:

(a) to cure any ambiguity, defect or inconsistency herein or in the Notes of the

applicable series;

(b) to make such other provisions in regard to matters or questions arising under this Indenture or under any Supplemental Indenture as the Board of Directors of the Company may deem necessary or desirable, and which does not in each case adversely affect the interests of the Holders of the applicable Notes;

(c) to comply with covenants in this Indenture regarding mergers, amalgamations, arrangements, consolidations and sales of assets;

(d) to provide for uncertificated Notes in addition to or in place of certificated

Notes;

(e) to add to the covenants of the Company or add any additional Events of Default for the benefit of the applicable Notes, or secure such Notes;

(f) to provide for the issuance of, and establish the form and terms and conditions of, the applicable Notes as permitted by this Indenture;

(g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

(h) to add a Note Guarantee;

(i) to release a Subsidiary Guarantor from its Note Guarantee; provided that such release is in accordance with the applicable provisions of this Indenture; or

(j) to provide for amendments, consents or waivers under the Note Guarantees that are administrative or ministerial in nature or the succession or assumption of obligations under Note Guarantees in connection with a transaction not prohibited by this Indenture.

The Trustee is hereby authorized to join with the Company in the execution of any amendment or Supplemental Indenture authorized or permitted by the terms of this Indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such amendment or Supplemental Indenture which adversely affects its own rights, privileges, duties, protections, limitations of liability, indemnities, or immunities under this Indenture.

Section 9.02 With Consent of Holders.

(a) The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Notes of one or more series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of such series affected by such amendment or supplement without notice to any Holder. The Holders of not less than a majority in principal amount of the outstanding Notes of each such series affected by such amendment or supplement may waive compliance by the Company in a particular instance with any provision of this Indenture or the Notes of such series without notice to any Holder. Subject to Section 9.03, without the consent of each Holder affected, however, an amendment, supplement or waiver may not:

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Notes of such series;

(2) reduce the principal amount of or the rate of interest thereon or any premium payable upon the redemption of any Notes of such series;

(3) reduce the amount of the principal of any Note of the applicable series which would be due and payable at Maturity or upon a declaration of acceleration of the Maturity, a redemption or a change of control or following an Event of Default;

(4) change the place or currency of payment for the Notes of the

applicable series;

(5) waive a redemption payment with respect to any Note of the applicable series, or change any of the provisions with respect to the redemption of any Notes of such series;

(6) impair the Holder’s right to sue for the enforcement of any payment on or with respect to the Notes of such series;

(7) reduce the percentage in principal amount of the outstanding Note of such series, the consent of whose Holders is required to amend or supplement this Indenture or the Notes;

(8) reduce the percentage in principal amount of the outstanding Notes of such series, the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(9) modify any of the provisions of this Section 9.02 or other provision of this Indenture dealing with modification and waiver of this Indenture, except to increase any such percentage required for any modification or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or

(10) adversely affect the ranking of the Note Guarantees or release the Note Guarantees (other than a release in accordance with Section 10.04)

(b) Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such Supplemental Indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and of the documents described in Section 9.05, the Trustee shall join with the Company in the execution of such amendment or Supplemental Indenture, unless such amendment or Supplemental Indenture affects the Trustee’s own rights, privileges, duties, protections, limitations of liability, indemnities, or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or Supplemental Indenture.

(c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, Supplemental Indenture, or waiver, but it shall be sufficient if such consent approves the substance thereof.

(d) After an amendment or Supplemental Indenture under this Section 9.02 becomes effective, the Company shall mail (or deliver electronically) to Holders a notice briefly

describing the amendment or Supplemental Indenture. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any amendment or Supplemental Indenture.

Section 9.03 Revocation and Effect of Consents. Until an amendment, Supplemental Indenture, or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to his or her Note or portion of a Note if the Trustee receives written notice of revocation before a date and time therefor identified by the Company or any Subsidiary Guarantor in a notice furnished to such Holder in accordance with the terms of this Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Company or any Subsidiary Guarantor may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver or to take any other action under this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of Notes required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period.

After an amendment, Supplemental Indenture, or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (a)(1) through (10) of Section 9.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Note.

Section 9.04 Notation on or Exchange of Notes. If an amendment or Supplemental Indenture changes the terms of an outstanding Note, the Company may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note at the request of the Company regarding the changed terms and return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the Note shall issue, and the Trustee shall (upon the receipt of an Authentication Order) authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or Supplemental Indenture.

Notes of any series authenticated and delivered after the execution of any amendment or Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such amendment or Supplemental Indenture.

Section 9.05 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment or Supplemental Indenture authorized pursuant to this Article if the amendment or Supplemental

Indenture does not adversely affect the rights, privileges, duties, protections, liabilities, limitation of liability, indemnities, or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee shall be entitled to receive, and, subject to Section 7.01 hereof, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel provided at the expense of the Company or a Subsidiary Guarantor as conclusive evidence that such amendment or Supplemental Indenture is authorized or permitted by this Indenture.

ARTICLE X

GUARANTEE

Section 10.01 Note Guarantee.

(a) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Notes of any series designated, pursuant to Section 2.01, as entitled to the benefits of the Note Guarantee of each of the Subsidiary Guarantors.

(b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and absolutely guarantees (the “ Note Guarantee ”) to the Holders and to the Trustee the due and punctual payment of the principal of and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Company, when and as such principal and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Notes and this Indenture, subject to the limitations set forth in Section 10.03.

(c) Failing payment when due of any amount guaranteed pursuant to the Note Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. The Note Guarantee hereunder is intended to be a general, senior obligation of each of the Subsidiary Guarantors and will rank pari passu in right of payment with all Indebtedness of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Note Guarantee. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes, the Note Guarantee (including the Note Guarantee of any Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Subsidiary Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a Default in payment of the principal of or interest on the Notes, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce the Note Guarantee without first proceeding against the Company or any other Subsidiary Guarantor.

(d) The obligations of each of the Subsidiary Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Subsidiary Guarantors contained in the Notes or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the extension of the time for payment by the Company or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Note Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Notes, the Note Guarantee or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Note Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor.

(e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Note Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Note Guarantee without notice to it and (iii) covenants that the Note Guarantee will not be discharged except by complete performance of the Note Guarantee or as otherwise permitted under Section 10.04 of this Indenture. Each of the Subsidiary Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Note Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, insolvency, bankruptcy or reorganization of the Company or any of the Subsidiary Guarantors, the Note Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Note Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

(f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the Trustee (in all of its capacities) against the Company in respect of any amounts paid by such Subsidiary Guarantor pursuant to the provisions of this Indenture; provided that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Notes and the Note Guarantee shall have been paid in full or discharged.

Section 10.02 Execution and Delivery of Note Guarantee. As evidence of the Note Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors shall hereby execute the Note Guarantee, in the form of Exhibit D adding a new Subsidiary Guarantor, by either manual or facsimile signature of an Officer, director or other authorized signatory of the Subsidiary Guarantor. If any Officer, director or other authorized signatory of the Company or the Subsidiary Guarantor whose signature is on this Indenture or a Supplemental Indenture no longer holds that office at the time the Trustee authenticates the applicable Note or at any time thereafter, the Note Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Subsidiary Guarantors. The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth.

Section 10.03 Limitation on Liability of the Subsidiary Guarantors. Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Note entitled to the benefits of the Note Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Note Guarantee is not and shall not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the Holders of a Note entitled to the benefits of the Note Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee, result in the obligations of such Subsidiary Guarantor under the Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Section 10.04 Release of Subsidiary Guarantors from Note Guarantee.

(a) If no Default or Event of Default with respect to the Notes has occurred and is continuing under this Indenture, and to the extent not otherwise prohibited by this Indenture, a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its Note Guarantee:

(1) In the event that such Subsidiary Guarantor is also a guarantor or borrower under the Credit Facility and, at the time of release of its Note Guarantee, has been released from its guarantee of the Credit Facility; or

(2) upon legal defeasance or covenant defeasance or satisfaction and discharge of this Indenture as provided in Article VIII.

(b) Any Subsidiary Guarantor shall be released from its Note Guarantee without the consent of, or any further action by, the Trustee, upon receipt by the Trustee of a Company Order accompanied by, in the case of a release pursuant to clause (a)(1) above, an Officer’s Certificate, and in the case of a release pursuant to clause (a)(2) above, an Officer’s Certificate and an Opinion of Counsel, in each case confirming that the Subsidiary Guarantor is entitled to such release in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Notes (and any and all other amounts hereunder) entitled to the benefits of such Note Guarantee as provided in this Indenture, subject to the limitations of Section 10.03.

Section 10.05 Reinstatement of Note Guarantees.

(a) If at any time following any release of a Subsidiary from its Note Guarantee pursuant to Section 10.04(a)(1) above, such Subsidiary again guarantees or becomes a co-obligor with respect to any obligations of the Company in respect of the Credit Facility, then the Company will cause such Subsidiary to again become a Subsidiary Guarantor by executing and delivering a Note Guarantee in a form satisfactory to the Trustee and thus guarantee the Notes and all other Obligations of the Company under this Indenture, in accordance with the terms and conditions of this Indenture.

Section 10.06 Contribution. In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “ Funding Guarantor ”) under its Note Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Subsidiary Guarantor (as applicable) in a pro rata amount based on the net assets of each Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages and expenses Incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Subsidiary Guarantor’s obligations with respect to its Note Guarantee. For the avoidance of any doubt, the Trustee (in any of its capacities) shall not have any responsibility or liability relating to this Section 10.06.

Section 10.07 Execution of Supplemental Indenture by Additional Subsidiary Guarantors.

If at any time following the Issue Date, any other Subsidiary of the Company guarantees or becomes a co-obligor with respect to any obligations of the Company in respect of the Credit Facility, then the Company will cause such Subsidiary to promptly and in accordance with Section 4.07 hereto, execute and deliver to the Trustee a Note Guarantee in the form of Exhibit D pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article X and shall guarantee all Obligations of the Company with respect to the Notes on the terms provided for in this Indenture.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Notices. Any notice or communication by the Company, any Subsidiary Guarantor 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), telex, facsimile or overnight air courier guaranteeing next day delivery, to the other’s address:

If to the Company or the Subsidiary Guarantors:

Constellation Software Inc. #1200 – 20 Adelaide Street East Toronto, Ontario, Canada M5C 2T6 Attn: Chief Financial Officer

With a copy to (which copy shall be delivered as an accommodation and shall not be required to be delivered in satisfaction of any requirement hereof):

Paul, Weiss, Rifkind, Wharton and Garrison LLP 77 King Street West, Suite 3100 P.O. Box 226 Toronto, ON M5K 1J3 Attention: Christopher J. Cummings

If to the Trustee:

Computershare Trust Company, N.A. 1505 Energy Park Drive St. Paul, Minnesota 55108 Attn: CCT Administrator for Constellation Software Inc.

The Company, any Subsidiary Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications shall 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 answered back, if telexed; when receipt acknowledged, if by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid, to the Holder’s address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Where the Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to the applicable procedures of such Depositary, if any, prescribed for the giving of such notice.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notice to the Trustee, it is duly given only when received by a Responsible Officer of the Trustee at its Corporate Trust Office.

If the Company or a Subsidiary Guarantor mails a notice or communication to Holders, it shall mail a copy to the others and to the Trustee and each Agent at the same time.

All notices or communications, including, without limitation, notices to the Trustee, the Company or a Subsidiary Guarantor by Holders, shall be in writing, except as otherwise set forth herein.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

The Trustee shall have the right, but shall not be required, to rely upon and comply with notices, instructions, directions or other communications sent by email, facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses Incurred or sustained by the Company a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Company agrees to assume all risks arising out of the use of such electronic methods to submit notices, instructions, directions or other communications to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Company shall use all reasonable endeavors to ensure that any such notices, instructions, directions or other communications transmitted to the Trustee pursuant to this Indenture are complete and correct. Any such notices, instructions, directions or other communications shall be conclusively deemed to be valid instructions from the Company to the Trustee for the purposes of this Indenture.

Section 11.02 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the Trustee at the expense of the Company or such Subsidiary Guarantor, as the case may be:

(a) an Officer’s Certificate (which shall include the statements set forth in Section 11.14) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel (which shall include the statements set forth in Section 11.14) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 11.03 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 11.04 Business Days. If a payment date is not a Business Day at a Place of Payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

Section 11.05 No Recourse Against Others. A director, officer, employee, stockholder, partner or other owner of the Company, a Subsidiary Guarantor or the Trustee, as such, shall not have any responsibility or liability for any obligations of the Company under the Notes, for any obligations of any Subsidiary Guarantor under the Note Guarantee, or for any obligations of the Company, any Subsidiary Guarantor or the Trustee under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Computershare Trust Company, National Association is acting under this Indenture solely as Trustee and not individually and recourse against it as trustee for the obligations of the Company hereunder shall be limited solely to the assets held by it (if any) solely in its representative capacity as Trustee. Each Holder by accepting a Note waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of Notes.

Section 11.06 Governing Law, etc.

THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Each of the Company and the Subsidiary Guarantors irrevocably consents and submits, for itself and in respect of any of its assets or property, to the non-exclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. Each of the Company and the Subsidiary Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Subsidiary Guarantors agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Subsidiary Guarantors, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s or Subsidiary Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such

suit, action or proceeding provided that neither the Company nor any Subsidiary Guarantor waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Section 11.07 Agent for Service; Submission to Jurisdiction.

(a) By the execution and delivery of this Indenture, each of the Company and each of the Subsidiary Guarantors (i) acknowledges that the Company and the Subsidiary Guarantors have irrevocably designated and appointed CSI USA Inc., at 1209 Orange Street, Wilmington, Delaware, 19801 as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Notes or this Indenture that may be instituted in any U.S. Federal or State court in the Borough of Manhattan, The City of New York or brought under U.S. Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that CSI USA Inc. has accepted, irrevocably and unconditionally, such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CSI USA Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office at the address specified in Section 11.01 or at any other address previously furnished in writing to the Trustee) shall be deemed in every respect effective service of process upon the Company or the Subsidiary Guarantors in any such suit or proceeding. The Company further agrees to take any and all action, including the execution of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CSI USA Inc. in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Notes shall be outstanding. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the Notes to the extent permitted by law.

Section 11.08 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company, any Subsidiary Guarantor or any Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.09 Successors. All agreements of the Company and the Subsidiary Guarantors in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 11.10 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the fullest extent permitted by applicable law, not in any way be affected or impaired thereby.

Section 11.11 Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes. This Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 11.12 Table of Contents, Headings, etc. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 11.13 Separateness. Each Holder of Notes, by accepting a Note, will be deemed to have acknowledged and affirmed (i) the separateness of any non-guarantor Subsidiary from the Company, (ii) that it has purchased the Notes from the Company in reliance upon the separateness of such non-guarantor Subsidiary from the Company, (iii) that such non-guarantor Subsidiary may have assets and liabilities that are separate from those of the Company, (iv) that the Note Obligations have not been guaranteed by any non-guarantor Subsidiaries or any of their respective Subsidiaries, and (v) that, except as other Persons may expressly assume or guarantee any of the Note Documents or Note Obligations, the Holders of Notes shall look solely to the property and assets of the Company and the Subsidiary Guarantors, for the repayment of any amounts payable under any Note Document or the Notes and for satisfaction of the Note Obligations and that none of the non-guarantor Subsidiaries or any of their respective Subsidiaries shall be personally liable to the Holders of Notes for any amounts payable, or any other Note Obligation, under the Note Documents.

Section 11.14 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate pursuant to Section 4.03) must include:

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

(b) 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;

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

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

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

CONSTELLATION SOFTWARE INC.

/s/ Jamal Baksh Name: Jamal Baksh Title: Chief Financial Officer

[ Signature Page to Indenture ]

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

/s/ Corey J. Dahlstrand Name: Corey J. Dahlstrand Title: Vice President

[ Signature Page to Indenture ]

EXHIBIT A

CONSTELLATION SOFTWARE INC. as Company,

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

[  ] SUPPLEMENTAL INDENTURE

Dated as of [  ] to Indenture dated as of February 16, 2024

[  ]% Senior Notes due [  ]

A-1

ARTICLE	I RELATION TO BASE INDENTURE; DEFINITIONS 2	I RELATION TO BASE INDENTURE; DEFINITIONS 2
Section	1.1	Relation to Base Indenture_................................................................................. 2_
Section	1.2	Generally_.......................................................................................................... 2_
Section	1.3	Definition of Certain Terms_............................................................................... 2_
ARTICLE	II GENERAL TERMS OF THE NOTES 2
Section	2.1	Form ................................................................................................................. 2
Section	2.2	Title, Amount and Payment of Principal and Interest ......................................... 2
Section	2.3	Transfer and Exchange ...................................................................................... 3
ARTICLE	III	MISCELLANEOUS PROVISIONS 3
Section	3.1	Ratification of Base Indenture ........................................................................... 3
Section	3.2	Trustee Not Responsible for Recitals ................................................................. 4
Section	3.3	Table of Contents, Headings, etc ....................................................................... 4
Section	3.4	Counterpart Originals ........................................................................................ 4
Section	3.5	Governing Law ................................................................................................. 4

A-2

THIS [  ] SUPPLEMENTAL INDENTURE dated as of [  ] (this “[  ] Supplemental Indenture”), is between Constellation Software Inc., an Ontario corporation, as issuer (the “Company”) and Computershare Trust Company, N.A., a national banking association, in its capacity as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of February 16, 2024 (the “Base Indenture” and as supplemented by this [  ] Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its notes to be issued in one or more series unlimited as to principal amount;

WHEREAS, the Company has duly authorized and desires to cause to be established pursuant to the Base Indenture and this [  ] Supplemental Indenture a new series of notes;

WHEREAS, Sections 2.01 and 2.04 of the Base Indenture permit the execution of indentures supplemental thereto to establish the form and terms of notes of any series;

WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Company has requested and hereby directs that the Trustee join in the execution of this [  ] Supplemental Indenture to establish the form and terms of the Notes (as defined below) and the Trustee is authorized to execute and deliver this [  ] Supplemental Indenture;

WHEREAS, all things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and under the Base Indenture and duly issued by the Company, the valid obligations of the Company, and to make this [  ] Supplemental Indenture a valid agreement of the Company enforceable in accordance with its terms.

NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

A-3

ARTICLE I RELATION TO BASE INDENTURE; DEFINITIONS

Section 1.1 Relation to Base Indenture .

With respect to the Notes (as defined below), this [  ] Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.2 Generally .

The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.

Section 1.3 Definition of Certain Terms

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Base Indenture.

ARTICLE II GENERAL TERMS OF THE NOTES

Section 2.1 Form .

The Notes and the Trustee’s certificates of authentication included therein shall be substantially in the form set forth on Exhibit A to this [  ] Supplemental Indenture, which is hereby incorporated into this [  ] Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this [  ] Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this [  ] Supplemental Indenture, expressly reaffirm such terms and provisions.

The Notes shall be issued upon original issuance in whole in the form of one or more Global Notes. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes.

Section 2.2 Title, Amount and Payment of Principal and Interest .

(a) The Notes shall be entitled the “[  ]% Senior Notes due [  ]”. The Trustee shall authenticate and deliver (i) the Notes for original issue on the date hereof (the “Initial Notes”) in the aggregate principal amount of $[  ], and (ii) additional Notes (the “Additional Notes”) for original issue from time to time after the date

A-4

hereof in such principal amounts as may be specified in a Company Order described in this paragraph, which will be part of the same series as the Initial Notes and which will have the same terms (except for the issue date, issue price and, in some cases, the initial interest accrual date and the first Interest Payment Date), in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.04 of the Base Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, and the name or names of the initial Holder or Holders. The aggregate principal amount of Notes that may be outstanding at any time may not exceed $[  ] plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph (except as provided in Section 2.09 of the Indenture). The Original Notes and any additional Notes issued and authenticated pursuant to clause (ii) of this paragraph shall constitute a single series of notes for all purposes under the Indenture (collectively, the “Notes”).

(b) The principal amount of each Note shall be payable on [  ]. Each Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of [  ]% per annum. The dates on which interest on the Notes shall be payable shall be [  ] and [  ] of each year, commencing [  ] (the “Interest Payment Dates”). The regular record date for interest payable on the Notes on any Interest Payment Date shall be [  ] and [  ], as the case may be, next preceding such Interest Payment Date.
(c) Payments of principal of, premium, if any, and interest due on the Notes representing Global Notes on any Interest Payment Date or at maturity will be made available to the Trustee by 10:00 a.m., New York City time, on such date, unless such date falls on a day which is not a Business Day, in which case such payments will be made available to the Trustee by 10:00 a.m., New York City time, on the next Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.
(d)
- The Notes will not have the benefit of any sinking fund.
(e) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(f) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured Indebtedness and among themselves.
(g) The Notes are not convertible into common shares or other securities of the Company.
Section 2.3 Additional Defined Terms

A-5

As used herein, the following defined terms shall have the following meanings with respect to the Notes only:

“ Treasury Rate ” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. Government Securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than, and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

A-6

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible or liable for any determination, calculation or verification of the Redemption Price.

Section 2.4 Optional Redemption .

(a) The provisions of Article III of the Base Indenture, as amended by the provisions of this [  ] Supplemental Indenture, shall apply to the Notes with respect to this Section 2.4.

(b) Prior to [  ] ([  ] month(s) prior to their maturity date), (the “ Par Call Date ”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (x) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [  ] basis points less (y) interest accrued to the Redemption Date, and

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon if any, to but excluding, the Redemption Date.

(c) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of such Notes being redeemed plus accrued and unpaid interest thereon if any, to but excluding, the Redemption Date.

Section 2.5 Transfer and Exchange .

The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with Section 2.08 of the Base Indenture and the rules and procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth therein and herein to the extent required by the Securities Act of 1933, as amended.

In connection with any proposed transfer outside the Book Entry Only system, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

A-7

ARTICLE III MISCELLANEOUS PROVISIONS

Section 3.1 Ratification of Base Indenture .

The Base Indenture, including Article X describing the Note Guarantees, as supplemented by this [  ] Supplemental Indenture, is in all respects ratified and confirmed, and this [  Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 3.2 Trustee Not Responsible for Recitals .

The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company and not the Trustee, and the Trustee assumes no responsibility or liability for the correctness of the same. The Trustee makes no representations as to the validity, adequacy or sufficiency of this [  ] Supplemental Indenture or of the Notes. The Trustee shall not be accountable or liable for the use or application by the Company of the Notes or of the proceeds thereof. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, protections, indemnities, powers, and duties of the Trustee shall be applicable in respect of this [  ] Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The Company hereby confirms to the Trustee that this [  ] Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Company shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from the Company.

Section 3.3 Table of Contents, Headings, etc .

The table of contents and headings of the Articles and Sections of this [  ] Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.4 Counterpart Originals .

The parties may sign any number of copies of this [  ] Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this [  ] Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this [  ] Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes. This [  ] Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other

A-8

relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 3.5 Governing Law .

THIS [  ] SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS [  ] SUPPLEMENTAL INDENTURE, OR THE NOTES, AND ANY TRANSACTIONS CONTEMPLATED THEREBY.

(Signature Pages Follow)

A-9

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

CONSTELLATION SOFTWARE INC.

Name: Title:

A-10

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

Name: Title:

A-11

EXHIBIT A

FORM OF NOTE

[FACE OF NOTE]

[ Insert the Global Note Legend, if applicable pursuant to the provisions of the Base Indenture ]

[ Insert the Private Placement Legend, if applicable pursuant to the provisions of the Base Indenture ]

[ Insert the Regulation S Global Note Legend, if applicable pursuant to the provisions of the Base Indenture ]

[ Insert the Canadian Legend, if applicable pursuant to the provisions of the Base Indenture ]

No.

CUSIP: [  ] ISIN: [  ]

CONSTELLATION SOFTWARE INC.

[  ]% SENIOR NOTES DUE 20 [  ]

CONSTELLATION SOFTWARE INC., an Ontario corporation (the “ Company ,” which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of [  ] U.S. dollars ($ [  ] ), [or such greater or lesser principal sum as is shown on the attached Schedule of Increases and Decreases in Global Note], on [  ] in such coin and currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at an annual rate of [  ]% payable on [  ] and [  ] of each year, to the person in whose name the Note is registered at the close of business on the record date for such interest, which shall be the preceding [  ] and [  ], respectively, payable commencing on [  ], with interest accruing from [  ], or the most recent date to which interest shall have been paid.

To be included in a Global Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

A-12

The statements in the legends set forth in this Note are an integral part of the terms of this Note and by acceptance hereof the Holder of this Note agrees to be subject to, and bound by, the terms and provisions set forth in each such legend.

This Note is issued in respect of a series of Notes of an initial aggregate principal amount of $[  ] designated as the [  ]% Senior Notes due 20[  ] of the Company (the “[  ] % Series Notes ”) and is governed by the Indenture dated as of February 16, 2024 (the “ Base Indenture ”), duly executed and delivered by the Company, as issuer and Computershare Trust Company, N.A., as trustee (the “ Trustee ”) as supplemented by the [  ] Supplemental Indenture dated as of [  ], duly executed by the Company and the Trustee (the “[  ] Supplemental Indenture ”, and together with the Base Indenture, the “ Indenture ”). The terms of the Indenture are incorporated herein by reference. This Note shall in all respects be entitled to the same benefits as Definitive Notes under the Indenture.

This Note shall not be valid or become obligatory for any purpose until the Trustee’s Certificate of Authentication hereon shall have been manually signed by the Trustee under the Indenture.

A-13

IN WITNESS WHEREOF, Constellation Software Inc. has caused this instrument to be duly signed.

Dated: _______

CONSTELLATION SOFTWARE INC.

By: Name: Title:

A-14

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

This is one of the Notes of the series designated therein referred to in the withinmentioned Indenture.

COMPUTERSHARE TRUST COMPANY, N.A. ,

as Trustee

By: Authorized Signatory

Dated: ____

A-15

[REVERSE OF NOTE]

CONSTELLATION SOFTWARE INC.

[  ] % SENIOR NOTES DUE 20 [  ]

This Note is one of a duly authorized series of the [  ]% Series Notes hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the [  ]% Series Notes.

1. Interest .

The Company promises to pay interest in cash on the principal amount of this Note at the rate of [  ]% per annum until maturity.

The Company will pay interest semi-annually in arrears on [  ] and [  ] of each year, or if such day is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”), commencing [  ]. Interest on the [  ]% Series Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid on the Notes, from [  ]. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any applicable bankruptcy laws) on overdue installments of interest (without regard to any applicable grace period) and on overdue principal and premium, if any, from time to time on demand at the same rate per annum, in each case to the extent lawful.

2. Method of Payment .

The Company shall pay interest on the [  ]% Series Notes (except Defaulted Interest) to the persons who are the registered Holders at the close of business on [  ] and [  ] immediately preceding the Interest Payment Date. Any such interest not so punctually paid or duly provided for (“ Defaulted Interest ”) may be paid to the persons who are registered Holders at the close of business on a special record date for the payment of such Defaulted Interest, or in any other lawful manner if such manner of payment shall be deemed practicable by the Trustee, as more fully provided in the Indenture. The Company shall pay principal, premium, if any, and interest, in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts. Payments in respect of a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments in respect of [  ]% Series Notes in definitive form (including principal, premium, if any, and interest) will be made at the office or agency of the Company maintained for such purpose, which initially will be at the corporate trust office of the Trustee located at 1505 Energy Park Drive, St. Paul, Minnesota 55108, or, at the option of the Company, payment of interest may be made by check mailed to the Holders on the relevant record date at their addresses set forth in the register of Holders maintained by the Registrar or at the option of the Holder, payment of interest on [  ]% Series Notes in definitive form will be made by wire transfer of immediately available funds to any account maintained in the United States,

A-16

provided such Holder has requested such method of payment and provided timely wire transfer instructions to the Paying Agent. The Holder must surrender this Note to a Paying Agent to collect payment of principal.

Paying Agent and Registrar .

Initially, Computershare Trust Company, N.A. will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar at any time upon notice to the Trustee and the Holders. The Company may act as Paying Agent.

4. Indenture .

This Note is one of a duly authorized issue of Notes of the Company issued and to be issued in one or more series under the Indenture.

Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the [  ]% Series Notes include those stated in the Base Indenture and those terms stated in the [  ] Supplemental Indenture. The [  ]% Series Notes are subject to all such terms and Holders of [  ]% Series Notes are referred to the Base Indenture and the [  ] Supplemental Indenture. The [  ]% Series Notes are limited to an initial aggregate principal amount of $[  ]; provided, however , that the authorized aggregate principal amount of such series may be increased from time to time as provided in the [  ] Supplemental Indenture.

5. Redemption .

The Company will pay to each relevant Holder or beneficial owner certain Additional Amounts in the event of the withholding or deduction of certain taxes as described in the Base Indenture. In addition, the [  ]% Series Notes are redeemable at any time, in whole but not in part, at the Company’s option, in connection with certain changes in tax laws, as described in the Base Indenture.

The [  ]% Series Notes are also redeemable, at any time at the Company’s option, at the Redemption Price as described in the [  ] Supplemental Indenture and in any applicable supplemental indenture as contemplated in Article III of the Base Indenture.

Repurchase of Notes at the Option of the Holders upon Change of Control Repurchase Event

Upon the occurrence of a Change of Control Repurchase Event, each Holder shall have the right, subject to certain conditions specified in the Indenture, to require the Company to repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of purchase (subject to the right of the Holders of record on the relevant record date to receive interest, if any, due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.

A-17

7. Denominations; Transfer; Exchange .

The [  ]% Series Notes are to be issued in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. A Holder may register the transfer of, or exchange, [  ]% Series Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

8. Person Deemed Owners .

The registered Holder of a Note may be treated as the owner of it for all purposes.

Amendment; Supplement; Waiver .

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the [  ]% Series Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the [  ]% Series Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the [  ]% Series Notes at the time outstanding, on behalf of the Holders of the [  ]% Series Notes, to waive compliance by the Company with certain provisions of the Indenture or the Notes of such series. Any such consent or waiver by the Holder shall be conclusive and binding upon such Holder and upon all future Holders of such [  ]% Series Notes and of any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

11. Defaults and Remedies .

If an Event of Default with respect to the [  ]% Series Notes issued pursuant to the [  ] Supplemental Indenture occurs and is continuing (other than certain events of bankruptcy, insolvency or reorganization of the Company), and a responsible officer of the Trustee has obtained actual knowledge or received written notice of such Event of Default, the Trustee or the Holders of at least 25% in aggregate principal amount of the [  ]% Series Notes then outstanding, by notice in writing to the Company (and to the Trustee if notice is given by such Holders), may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. In the case of certain events of bankruptcy, insolvency or reorganization of the Company, the principal and accrued and unpaid interest, if any, on all outstanding Notes will become and be immediately due and payable. Subject to the terms of the Indenture, if an Event of Default under the Indenture shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered the Trustee indemnity satisfactory to it in its sole discretion against any fees, costs, losses, expenses (including attorneys’ fees and expenses and court costs), damages, penalties, and any and all other liabilities. Upon satisfaction of certain conditions set forth in the Indenture and the preceding sentence, the Holders of a majority in principal amount of the outstanding [  ]% Series Notes issued pursuant to the [  ] Supplemental Indenture will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or

A-18

exercising any trust or power conferred on the Trustee, with respect to the [  ]% Series Notes. Notwithstanding the foregoing, the Trustee may refuse to follow any direction that conflicts with any law, rule, regulation or court order or the Indenture or the [  ]% Series Notes.

12. Trustee Dealings with Company .

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

13 . Authentication .

This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

14 . Abbreviations and Defined Terms .

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (tenant in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

15 . CUSIP Numbers .

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the [  ]% Series Notes as a convenience to the Holders of the [  ]% Series Notes. No representation is made as to the accuracy of such number as printed on the [  ]% Series Notes and reliance may be placed only on the other identification numbers printed hereon.

16 . Absolute Obligation .

No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

17 . No Recourse .

No director, officer, employee, limited partner or shareholder, as such, of the Company shall have any personal liability in respect of the obligations of the Company under the [  ]% Series Notes, the Indenture or any Note Guarantee by reason of his, her or its status. Each Holder by accepting the [  ]% Series Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the [  ]% Series Notes.

18 . Guarantees

A-19

The [  ]% Series Notes shall benefit from the Note Guarantees described in Article X of the Base Indenture and reconfirmed in the Note Guarantees entered into by the Subsidiary Guarantors.

19. Governing Law .

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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT -
		(Cust.)
TEN ENT - as tenants by entireties	Custodian for:
		(Minor)
JT TEN - as joint tenants with right of survivorship and not	Under Uniform Gifts to Minors Act of
as tenants in common
		(State)

ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

A-20

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

Please print or type name and address including postal zip code of assignee:

the within Note and all rights thereunder, hereby irrevocably constituting and appointing to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated

Registered Holder

A-21

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.04 of the Base Indenture, check the appropriate box below:

□ Section 4.04 [Change of Control]

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.04 of the Base Indenture, state the amount you elect to have purchased:

Date:

Your Signature: ________ (Sign exactly as your name appears on the face of this Note)

Tax Identification No:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-22

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE*

The following increases or decreases in this Global Note have been made:

Amount of Decrease Amount of Increase Principal Amount of in Principal Amount in Principal Amount this Global Note Signature of of this Global of this Global following such authorized officer of Date of Exchange Note Note decrease (or increase) Trustee or Depositary

To be included in a Global Note.

A-23

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Computershare Trust Company, N.A., as Trustee 1505 Energy Park Drive Saint Paul, Minnesota 55108 Attn: CCT Administrator for Constellation Software Inc. Phone: 1 (800) 344-5128 Email: [email protected]

cc: Constellation Software Inc. #1200 – 20 Adelaide Street East Toronto, Ontario, Canada M5C 2T6 Attn: Chief Financial Officer

Re: [  ]% Senior Notes due [  ] issued by Constellation Software Inc.

Reference is hereby made to the Indenture, dated as of February 16, 2024, as supplemented by the [  ] supplemental indenture dated as of [  ], (the “ Indenture ”), between Constellation Software Inc., as issuer (the “ Company ”) and Computershare Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_____, (the “ Transferor ”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_ in such Note[s] or interests (the “ Transfer ”), to ____ (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

 Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A . The Transfer is being effected pursuant to and in accordance with Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the

B-1

Rule 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

 Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S . The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.
 Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):
(a)  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)  such Transfer is being effected to the Company or a Subsidiary thereof;

or

(c)  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)  such Transfer is being effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any

B-2

general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE .

(a)  Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
(b)  Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
(c)  Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the

B-3

restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

In addition, to the extent the Note[s] remain subject to any restriction on transfer under Canadian Securities Laws, the Transferor hereby confirms that such Note[s] [is/are] being Transferred outside of Canada, pursuant to an exemption from the prospectus requirements of Canadian Securities Laws or otherwise in compliance with such laws

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By: Name: Title:

Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

(a) The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (i) OR (ii)]

(i)  a beneficial interest in the:

(I)  Rule 144A Global Note (CUSIP _____), or

(II)  Regulation S Global Note (CUSIP ____); or

(ii)  a Restricted Definitive Note.

(b) After the Transfer the Transferee will hold:

[CHECK ONE]

(i)  a beneficial interest in the:

(I)  Rule 144A Global Note (CUSIP ______), or

(II)  Regulation S Global Note (CUSIP __); or (III)  Unrestricted Global Note (CUSIP __).

(ii)  Restricted Definitive Note; or
(iii)  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

cc: Constellation Software Inc. #1200 – 20 Adelaide Street East Toronto, Ontario, Canada M5C 2T6 Attn: Chief Financial Officer

Re: [  ]% Senior Notes due [  ] issued by Constellation Software Inc.

(CUSIP ____)

Reference is hereby made to the Indenture, dated as of February 16, 2024, as supplemented by the [  ] supplemental indenture dated as of [  ] (the “ Indenture ”), between Constellation Software Inc., as issuer (the “ Company ”) and Computershare Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___, (the “ Owner ”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $___ in such Note[s] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)  C heck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “ Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global

C-1

Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)  Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(c)  Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note . In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(d)  Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note . In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)  Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted

C-2

Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)  Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] □ Rule 144A Global Note or □ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

In addition, to the extent the Note[s] remain subject to any restriction on transfer under Canadian Securities Laws, the Owner hereby confirms that such Note[s] [is/are] being Exchanged outside of Canada, pursuant to an exemption from the prospectus requirements of Canadian Securities Laws or otherwise in compliance with such laws.

C-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]

By:

Name: Title:

C-4

EXHIBIT D

NOTATION OF GUARANTEE

Reference is made to the base indenture, dated as of February 16, 2024 (the “Base Indenture”), between Constellation Software Inc. (the “Company”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the [●] supplemental indenture, dated as of [●] (the “[●] Supplemental Indenture”), in respect of the Company’s [●]% [Senior] Notes due [●] (the “Notes”), between the Company and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

For value received, each party hereto acknowledges and agrees that it is a “Subsidiary Guarantor” within the meaning of the Indenture (which term includes any successor Person under the Indenture) and hereby, jointly and severally, wholly and unconditionally guarantees the following, in each case to the extent set forth in, and subject to the provisions of, the Indenture:
a. (i) the due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise; (ii) the due and punctual payment of interest on overdue principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if any, to the extent lawful; and (iii) the due and punctual payment in full or performance of all other obligations applicable to Subsidiary Guarantors, all in accordance with the terms of the Indenture; and
b. in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the applicable extension or renewal, whether at stated maturity, by acceleration, redemption or otherwise.
The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X of the Base Indenture, and reference is hereby made to the Base Indenture for the precise terms of the Note Guarantee. Each Subsidiary Guarantor hereto also acknowledges and agrees that the Indenture includes covenants and obligations that apply to the Subsidiary Guarantors, including as set forth in Articles 4.01, 4.04, 4.07, 5.03 and 6.01 of the Base Indenture. By executing this Notation of Guarantee, the undersigned hereby agrees to be bound by, and to comply with, all such provisions of the Indenture applicable to Subsidiary Guarantors in the same manner as if the undersigned were an original signatory to the Indenture and in such capacity as a Subsidiary Guarantor.
Each Holder, by accepting a Note, agrees to and shall be bound by such provisions.
This Notation of Guarantee shall become effective upon its execution and delivery.
In case any provision in this Notation of Guarantee, the Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The provisions of Sections 11.01, 11.06, 11.07, 11.08, 11.09 and 11.11 of the Base Indenture shall apply mutatis mutandis to this Notation of Guarantee.

D-1

The parties may sign any number of copies of this Notation of Guarantee. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Notation of Guarantee by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery as a manually executed counterpart thereof and may be used in lieu of the original Notation of Guarantee for all purposes.

[Signature Page Follows]

D-2

Acknowledged and agreed on this [●] day of [●], [●].

[Guarantor Signature Pages]

D-1

AI assistant

Constellation Software Inc. — Capital/Financing Update 2024

45800_rns_2024-02-27_f1096a3e-88f0-4269-978e-6dd1e3c7299d.pdf

CONSTELLATION SOFTWARE INC.

INDENTURE

CONTENTS

Clause

Page

COVENANTS

ARTICLE V

SUCCESSORS

ARTICLE VII

TRUSTEE

ARTICLE VIII

DISCHARGE OF INDENTURE

ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS

ARTICLE X

GUARANTEE

ARTICLE XI

MISCELLANEOUS

EXHIBIT INDEX

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

“ U.S. Government Securities ” means securities that are:

ARTICLE II

THE NOTES

Section 2.01 Amount Unlimited; Issuable in Series.

Section 2.17 Additional Amounts.

ARTICLE III

REDEMPTION

Section 3.10 Tax Redemption

ARTICLE IV

COVENANTS

Section 4.03 Compliance Certificate.

Section 4.04 Change of Control.

Section 4.05 Limitations on Liens.

Section 4.06 Limitation on Sale and Leaseback Transactions.

Section 4.07 Future Guarantors.

ARTICLE V

SUCCESSORS

Section 5.03 Subsidiary Guarantors.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.02 Acceleration

Section 6.03 Remedies.

Section 6.04 Waiver of Past Defaults and Events of Default.

Section 6.05 Control by Majority.

Section 6.06 Limitation on Suits.

Section 6.07 Rights of Holders to Receive Payment.

Section 6.08 Collection Suit by Trustee.

Section 6.09 Trustee May File Proofs of Claim.

Section 6.11 Undertaking for Costs.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee.

Section 7.11 Appointment of Co-Trustee.

ARTICLE VIII

DISCHARGE OF INDENTURE

Section 8.04 Reinstatement.

Section 8.05 Moneys Held by Paying Agent.

Section 8.06 Moneys Held by Trustee.

ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS

Section 9.02 With Consent of Holders.

ARTICLE X

GUARANTEE

Section 10.01 Note Guarantee.

Section 10.05 Reinstatement of Note Guarantees.

Section 10.07 Execution of Supplemental Indenture by Additional Subsidiary Guarantors.

ARTICLE XI

MISCELLANEOUS

Section 11.07 Agent for Service; Submission to Jurisdiction.

Section 11.14 Statements Required in Certificate or Opinion.

[  ] SUPPLEMENTAL INDENTURE

Table of Contents

ARTICLE I RELATION TO BASE INDENTURE; DEFINITIONS

Section 1.1 Relation to Base Indenture .

ARTICLE II GENERAL TERMS OF THE NOTES

ARTICLE III MISCELLANEOUS PROVISIONS

Constellation Software Inc. Capital/Financing Update 2024