Common use of Changes in Covenants When Notes Rated Investment Grade Clause in Contracts

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If (a) Beginning on any the date following the Issue Datethat: (1) the Notes are rated Baa3 have an Investment Grade Rating from S&P or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)Xxxxx’x; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject the Notes cease to the provisions have an Investment Grade Rating from either S&P or Xxxxx’x (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”) will be suspended. During any period that the Suspended Covenants have been suspended), the Companycovenants specifically listed under Sections 8.01(a)(iv), 8.01(b)(iv), 10.08, 10.09, 10.10, 10.11, 10.12 and 10.17 hereof will no longer be applicable to the Notes. (b) During a Suspension Period, Suburban Propane’s Board of Directors Supervisors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. (c) On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or issued one of the clauses set forth in reliance the definition of Permitted Debt (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the exception provided by clause (2) Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof , such Indebtedness will be made as if Section 4.07 hereof had deemed to have been in effect prior to, but not during, Existing Indebtedness. (d) Notwithstanding the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenants. The Company shall deliver promptly to time the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datecovenants are reinstated.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: date of this Indenture: (1i) the Notes are rated Baa3 or better by Xxxxx’x Xxxxx'x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “"nationally recognized statistical rating organization” " within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company as a replacement agency); and ) and (2ii) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, the provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.114.11 and 4.17 hereof, 4.16 clauses (iii)(A) and 5.01(4(B) of the third paragraph of Section 4.13 hereof and clauses (collectively, iv)(A) and (B) of the “Suspended Covenants”) first paragraph of Section 5.01 hereof will be suspended. During any period that In addition, following the Suspended Covenants have been suspendedachievement of such investment grade ratings, (i) the Subsidiary Guarantees of the Company’s Board 's Restricted Subsidiaries will be released at the time of Directors may not designate the release of Guarantees under all outstanding Credit Facilities; provided that in the event that any such Restricted Subsidiary thereafter Guarantees any Indebtedness of its Subsidiaries the Company under any Credit Facility (or if any released Guarantee under any Credit Facility is reinstated or renewed), or if at any time certain covenants are reinstituted as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless provided in the Company’s Board of Directors would have been ablefollowing paragraph, under then such Restricted Subsidiary will Guarantee the Notes on the terms and conditions set forth in this Indenture and (ii) as described in Section 4.13 hereof, no Restricted Subsidiary thereafter acquired or created will be required to execute a Subsidiary Guarantee unless such Subsidiary Guarantees Indebtedness of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to Company under a Default or Event of Default under this IndentureCredit Facility. Notwithstanding the foregoing, if the rating assigned to the Notes by either any such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will foregoing covenants shall be reinstituted as of and from the date of such rating decline decline. For purposes of determining whether a Restricted Payment exceeds the allowable amount under the calculation described in subparagraphs (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred i) through (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2iv) of Section 4.07(c) hereof, the definition of Permitted Debt. Calculations under the reinstated covenant contained in Section 4.07 hereof will be made interpreted as if Section 4.07 hereof it had been in effect prior tosince the date of this Indenture. However, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 the provisions and covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company clauses (iii)(A) and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion (B) of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it third paragraph of Section 4.13 hereof and clauses (iv)(A) and (B) of the beginning first paragraph of any Suspension Period Section 5.01 hereof while those provisions and any Reversion Datecovenants were suspended.

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue Datethat: (1a) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2b) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have Investment Grade Ratings on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Supplemental Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.03; (2) Section 4.05; (3) Section 4.06; (4) Section 4.08; (5) Section 4.10; and (6) Section 5.01(a)(2). During any period that the Suspended Covenants have been suspendeda Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or one of the clauses set forth in the definition of Permitted Indebtedness (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of Permitted Indebtedness, such Indebtedness will be deemed to have been incurred or issued in reliance outstanding on the exception provided by Issue Date, so that it is classified as Permitted Indebtedness under clause (23) of the definition of “Permitted Debt. Calculations Indebtedness” and permitted to be refinanced under clause (17) of the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, definition of “Permitted Indebtedness.” Notwithstanding the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenants. The Company shall deliver promptly to time the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datecovenants are reinstated.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: : (1i) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and and (2ii) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, the covenants specifically listed in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.18, and 5.01(4clause (iv) hereof (collectively, the “Suspended Covenants”) of Section 5.01 of this Indenture will be suspended. During any period that the Suspended Covenants foregoing provisions of this Indenture have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, . The Company shall provide an Officers’ Certificate to designate the Trustee indicating the occurrence of any covenant suspension or reinstatement date. The Trustee shall have no obligation to independently determine or verify if such Subsidiaries as Unrestricted Subsidiaries if events have occurred or notify the Suspended Covenants were not suspendedHolders of any covenant suspension or reinstatement date. Notwithstanding that the Suspended Covenants The Trustee may be reinstated, the failure provide a copy of such Officers’ Certificate to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event Holder of Default under this IndentureNotes upon request. Notwithstanding the foregoing, if on any subsequent date (the rating assigned by either such rating agency should subsequently decline “Reinstatement Date”), the Notes cease to below maintain ratings of at least Baa3 or BBB-and BBB- from Xxxxx’x and S&P, respectively, the Suspended Covenants foregoing covenants will be reinstituted reinstated as of and from the date of such rating decline decline, it being understood, however, that no actions taken by (or omissions of) the Company or any such date, a “Reversion Date”). The period of time between Restricted Subsidiary during the suspension period shall constitute a Default or Event of covenants as set forth above and Default under the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtforegoing covenants. Calculations under the reinstated Section 4.07 hereof will be made as if such Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, Issue Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated Baa3 or better Investment Grade by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside both of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)Rating Agencies; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing (a “Suspension Event”), then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, the covenants under Sections 4.07, 4.08, 4.09, 4.104.11, 4.114.12, 4.14, 4.16 and 5.01(45.01(a)(3) hereof will be suspended (collectively, the “Suspended Covenants”). (b) will be suspended. During any period that the Suspended Covenants foregoing covenants have been suspended, the CompanyIssuer’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof the second paragraph of the definition of “Unrestricted Subsidiary” unless the CompanyIssuer’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (including any action taken Period. In the event that the Notes are no longer rated Investment Grade by one or omitted to be taken with respect thereto) will not give rise to a Default or Event both of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectivelyRating Agencies, the Suspended Covenants foregoing covenants will be reinstituted as of and from the date of such rating decline on which the Notes are no longer rated Investment Grade (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” ”. All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued Incurred during the Suspension Period will be deemed to have been incurred Incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSection 4.08(b)(4). Calculations under the reinstated Section 4.07 hereof 4.09 will be made as if Section 4.07 hereof 4.09 had been in effect prior to, but not during, the period that Section 4.07 hereof 4.09 was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof 4.09 was suspended. For purposes of determining compliance with Section 4.10 hereof4.11, the Excess Proceeds from all Asset Sales Dispositions not applied in accordance with Section 4.10 hereof 4.11 will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company . (c) The Issuer and the Company’s its Restricted Subsidiaries may shall be permitted, without causing a Default or Event of Default, to honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of DefaultDate; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Restatement Date: (1) the Notes are rated Baa3 or better Investment Grade by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside two out of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)three Rating Agencies; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing (other than with respect to Sections of this Supplemental Indenture listed in the following list), then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, the provisions of the following Sections of this Supplemental Indenture will be suspended (or, if the Merger has been consummated, such provisions will cease to apply and will not be later reinstated even if the ratings of the Notes should subsequently decline): 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.18 and 5.01(4clause (3) hereof (collectivelyto the extent that a Default or Event of Default exists by reason of one or more of the Sections in this list) and (4) of Section 5.01. Prior to the consummation of the Merger, the “Suspended Covenants”) will be suspended. During during any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless 4.18 or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Subsidiary.” Notwithstanding the foregoing, if if, prior to the consummation of the Merger, the rating assigned by either such rating agency two of the three Rating Agencies should subsequently decline to below Baa3 or BBB-, respectivelyInvestment Grade, the Suspended Covenants foregoing covenants will be reinstituted as of and from the date of such rating decline (and any actions taken, or omitted to be taken, before such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to rating decline that would have been incurred prohibited had the foregoing covenants been in effect shall not form the basis for a Default or issued in reliance on an Event of Default. In the exception provided by clause (2) event of the definition of Permitted Debt. Calculations such a reinstatement, calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Supplemental Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue DateDistribution Date that: (1a) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2b) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have an Investment Grade Rating on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.03; (2) Section 4.05; (3) Section 4.06; (4) Section 4.08; (5) Section 4.10; and (6) Section 5.01(a)(2). During any period that the Suspended Covenants have been suspendeda Suspension Period, the CompanyIssuer’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or one of the clauses set forth in the definition of “Permitted Indebtedness” (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of “Permitted Indebtedness,” such Indebtedness will be deemed to have been incurred or issued in reliance outstanding on the exception provided by Issue Date, so that it is classified as Permitted Indebtedness under clause (23) of the definition of “Permitted Debt. Indebtedness” and permitted to be refinanced under clause (17) of the definition of “Permitted Indebtedness.” Calculations under made after the reinstated Reversion Date of the amount available to be made as Restricted Payments Section 4.07 hereof 4.05 will be made as if though Section 4.07 hereof 4.05 had been in effect prior to, but not during, during the entire period that Section 4.07 hereof was suspended as set forth above; provided that any of time after the Issue Date (including the Suspension Period) and all Restricted Payment Payments made during the Suspension Period shall in no event not otherwise permitted pursuant to Section 4.05(b) will reduce the amount of available to be made as Restricted Payments permitted under Section 4.05(a)(iii). In addition, for purposes of Section 4.08, all agreements, arrangements and transactions entered into by the Issuer or any of its Restricted Subsidiaries with an Affiliate of the Issuer during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 4.06, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.07(a) below zero; provided4.06 will be deemed to have been existing on the Issue Date. Notwithstanding the fact that covenants suspended during a Suspension Period may be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenants. The Company shall deliver promptly to time the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datecovenants are reinstated.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency) (“Investment Grade Status”); and (2) no Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). No Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted at such time, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that . Accordingly, any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended). For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If on at any date following time after the Issue Date: Closing Date (1i) the Notes are rated Baa3 or better Investment Grade by each of S&P and Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate (or both) of S&P and Xxxxx’x have been substituted in accordance with the Notes for reasons outside definition of “Rating Agencies,” by each of the control of then applicable Rating Agencies) and (ii) no Default has occurred and is continuing, then the CompanyCompany shall provide written notice to such effect to the Trustee and, beginning on that day, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning covenants contained in Sections 4.09, 4.10, 4.12, 4.13 and 4.16 hereof, and clause (iv) of Section 3(a)(62) of the Exchange Act selected by the Company as 5.01 shall terminate (provided that failure to provide such notice shall not result in a replacement agency); and (2) no Default or Event of Default shall have occurred or the Company having to comply with such provisions). Additionally, during such time as the above referenced covenants are suspended (a “Suspension Period”), the Company will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary. In the event that the Company and be Continuing, then, beginning on that day and Continuing at all times thereafter and its Restricted Subsidiaries are not subject to the provisions Suspended Covenants for any period of time as a result of the following paragraphforegoing, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof on any subsequent date (collectively, the “Suspended CovenantsReversion Date”) the condition set forth in clause (i) of the first paragraph of this section is no longer satisfied, then the Company and its Restricted Subsidiaries will thereafter again be suspended. During any period that subject to the Suspended Covenants with respect to future events. On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued during a Suspension Period will be classified as having been incurred or issued pursuant to the first paragraph of Section 4.09 or one of the clauses set forth in the second paragraph of Section 4.09 (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to the first or second paragraph of Section 4.09, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been suspendedoutstanding on the Closing Date, so that it is classified as permitted under clause (iii) of the second paragraph under Section 4.09. For purposes of calculating the amount available to be made as Restricted Payments under clause (c) of the first paragraph of Section 4.10, calculations under such covenant shall be made as though such covenant had been in effect during the Suspension Period. Restricted Payments made during the Suspension Period not otherwise permitted under the second paragraph of Section 4.10 will reduce the amount available to be made as Restricted Payments under clause (c) of the first paragraph of such covenant. For purposes of Section 4.16, on the Reversion Date, the Company’s Board amount of Directors may not designate any Excess Proceeds will be reset to the amount of its Subsidiaries Excess Proceeds in effect as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless of the Company’s Board first day of Directors would have been able, under the terms of this Indenture, to designate Suspension Period ending on such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspendedReversion Date. Notwithstanding that the Suspended Covenants may be reinstated, the no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the a Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and on the Reversion Date is referred to as the “after a Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued Period based solely on events that occurred during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended CovenantsPeriod). The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning Trustee of any Suspension Period and any Reversion Datesuch occurrence under this Section 4.19.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: , (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to is continuing under this Indenture (the provisions occurrence of the following paragraph, events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then the covenants listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.14, 4.15, 4.16, 5.01(a)(4) and 5.01(45.01(a)(5) hereof will not be applicable to the Notes (collectively, the “Suspended Covenants”) will ). Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be suspendedreset to zero. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to unless such designation would have complied with Section 4.17 hereof unless the Company’s Board of Directors 4.11 as if Section 4.11 would have been able, under in effect during such period. The Guarantees of the terms of this Indenture, Guarantors shall be suspended during the Suspension Period. (b) In the event that the Issuer and its Restricted Subsidiaries are not subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Indenture for any period of time as a result of the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”)) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the suspension of covenants as set forth above Suspension Date and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred ” (including Acquired Debtc) and Disqualified Stock or preferred stock issued during In the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) event of any reinstatement of the definition of Permitted Debt. Calculations under Suspended Covenants on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the reinstated Section 4.07 hereof will amount available to be made as if Restricted Payments will be calculated as though Section 4.07 hereof 4.11 had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth aboveSuspension Period; provided that any Restricted Payment made (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.10(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.15(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.15(b)(1). (d) During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 4.10 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, (1) no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedDefault, further, for the sake of clarity, that no Default or Event of Default or breach of any kind will be deemed to exist or have occurred solely as a result of any failure by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance the Issuer or any Subsidiary to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspended Covenants during any Suspension Period shall grant Note Guarantees (or upon termination of the Reversion Date. Notwithstanding anything herein to Suspension Period or after that time arising out of actions taken or events that occurred during the contrarySuspension Period), the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions (2) following a Reversion Date the Issuer and any Subsidiary will be permitted, without causing a Default, Event of Default or Event breach of Default; provided that such any kind, to honor, comply with or otherwise perform any contractual commitments were entered into or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period and not Period, or for any actions taken or events occurring at any time pursuant to any such commitment or obligation. (f) The Issuer shall promptly notify the Trustee in contemplation of a reversion writing of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning occurrence of any Suspension Period and Date or any Reversion Date. The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated or to notify Holders regarding the same.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: , (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to is continuing under this Indenture (the provisions occurrence of the following paragraph, events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then the covenants listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.14, 4.15, 4.16, 5.01(a)(4) and 5.01(45.01(a)(5) hereof will not be applicable to the Notes (collectively, the “Suspended Covenants”) will ). Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be suspendedreset to zero. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to unless such designation would have complied with Section 4.17 hereof unless the Company’s Board of Directors 4.11 as if Section 4.11 would have been able, under in effect during such period. (b) In the terms of this Indenture, event that the Issuer and its Restricted Subsidiaries are not subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Indenture for any period of time as a result of the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”)) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the suspension of covenants as set forth above Suspension Date and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred ” (including Acquired Debtc) and Disqualified Stock or preferred stock issued during In the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) event of any reinstatement of the definition of Permitted Debt. Calculations under Suspended Covenants on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the reinstated Section 4.07 hereof will amount available to be made as if Restricted Payments will be calculated as though Section 4.07 hereof 4.11 had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth aboveSuspension Period; provided that any Restricted Payment made (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.10(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.15(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.15(b)(1). (d) During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 4.10 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, (1) no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedDefault, further, for the sake of clarity, that no Default or Event of Default or breach of any kind will be deemed to exist or have occurred solely as a result of any failure by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance the Issuer or any Subsidiary to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspended Covenants during any Suspension Period shall grant Note Guarantees (or upon termination of the Reversion Date. Notwithstanding anything herein to Suspension Period or after that time arising out of actions taken or events that occurred during the contrarySuspension Period), the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions (2) following a Reversion Date the Issuer and any Subsidiary will be permitted, without causing a Default, Event of Default or Event breach of Default; provided that such any kind, to honor, comply with or otherwise perform any contractual commitments were entered into or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly Period, or for any actions taken or events occurring at any time pursuant to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datesuch commitment or obligation.

Changes in Covenants When Notes Rated Investment Grade. If (a) Beginning on any the date following the Issue Datethat: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have Investment Grade Ratings on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”) will be suspended. During any period that the Suspended Covenants have been suspended), the Companycovenants specifically listed under Sections 8.01(a)(iv), 8.01(b)(iv), 10.08, 10.09, 10.10, 10.11, 10.12 and 10.17 hereof will no longer be applicable to the Notes. (b) During a Suspension Period, Suburban Propane’s Board of Directors Supervisors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. (c) On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or issued one of the clauses set forth in reliance the definition of Permitted Debt (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the exception provided by clause (2) Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof , such Indebtedness will be made as if Section 4.07 hereof had deemed to have been in effect prior to, but not during, Existing Indebtedness. (d) Notwithstanding the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenants. The Company shall deliver promptly to time the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datecovenants are reinstated.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Agreement: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of as such term is defined in Section 3(a)(62(3)(a)(62) of the Exchange Act Act, selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelySection 10.10(c), the “Suspended Covenants”covenants contained in Sections 9.6, 10.1, 10.2, 10.4, 10.5(a)(4), 10.6, 10.9, and Sections 10.11(1) and (2) of this Agreement will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 9.7 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 10.10(a) will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 10.1 hereof will be made as if Section 4.07 10.1 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Agreement except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from all Asset Sales transactions that occurred during the period such covenants were suspended shall not applied constitute a breach of any covenant set forth in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default this Agreement or cause an Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateDefault hereunder.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 “Baa3” or better by Xxxxx’x and BBB- “BBB-” or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act (registered as such pursuant to Rule 17g-1 under the Exchange Act), selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.14 and 5.01(44.17 and clause (2)(d) hereof (collectively, the “Suspended Covenants”) will of Section 5.01 shall be suspended. During any period that the Suspended Covenants foregoing sections have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board second paragraph of Directors would have been able, under the terms definition of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Subsidiary.” Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency should subsequently decline to below Baa3 “Baa3” by Xxxxx’x or “BBB-” by S&P, respectivelyrespectively (or if either such agency ceases to rate the Notes, the Suspended Covenants will equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing sections shall be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 hereof will shall be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, Issue Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that section was suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding that the suspended sections may be reinstated, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof no Default will be deemed to be reset have occurred as a result of a failure to zero after the Reversion Date. Subsidiaries that would comply with such suspended sections during any period such sections have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datesuspended.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and or BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.19(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either both such rating agency should agencies subsequently decline declines (or remains below) to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSection 4.09(b). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedPeriod. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to grant Note Guarantees but Section 4.11(b)(11), and for a purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period shall grant Note Guarantees upon prior to such Reversion Date that contain any of the Reversion Date. restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. (d) Notwithstanding anything herein to the contrary, Parent, the Company and the Company’s their Restricted Subsidiaries may honor honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning of any Suspension Period and or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holders of Notes upon request.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) date of the Indenture the Notes are rated Baa3 or better by Xxxxx’x obtain Investment Grade Status and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.18(b), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.12, 4.13, 4.14, 4.15 and 5.01(45.01(a)(4) hereof (collectively, the “Suspended Covenants”) will shall be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period . (including any action taken or omitted to be taken with respect theretob) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency Notes should subsequently decline cease to below Baa3 or BBB-, respectivelyhave Investment Grade Status, the Suspended Covenants foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a the “Reversion Date”). The On the Reversion Date, all Indebtedness incurred during the period the foregoing covenants were suspended (the “Covenant Suspension Period”) shall be classified to have been incurred pursuant to Section 4.09 hereof (to the extent such Indebtedness would be permitted to be incurred thereunder as of time between the suspension of covenants as set forth above and the Reversion Date is referred and after giving effect to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) prior to the date the foregoing covenants were suspended and Disqualified Stock or preferred stock issued during outstanding on the Suspension Period will Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.09 hereof, such Indebtedness shall be deemed to have been incurred or issued in reliance outstanding on September 26, 2010, so that it is classified as permitted under Section 4.09(b)(6). Calculations made after the exception provided by clause (2) Reversion Date of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will amount available to be made as if Restricted Payments under Section 4.07 hereof 4.11 shall be made as though such covenant had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Covenant Suspension Period shall in no event reduce (and, for avoidance of doubt, all Consolidated Net Income and other amounts attributable to the Covenant Suspension Period that would otherwise increase the amount of Restricted Payments permitted by available to be made pursuant to any clause of Section 4.07(a4.11 hereof (including Section 4.11(b)(3)(A) below zero; provided, further, for hereof) shall be excluded in determining the sake amount of clarity, that no Default or Event of Default will Restricted Payments available to be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedfollowing the Reversion Date). For purposes of determining compliance with Section 4.10 4.12 hereof, on the Reversion Date, the Excess Proceeds Cash from all Asset Sales not applied in accordance with Section 4.10 hereof will such covenant shall be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. zero. (c) The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning commencement of any Covenant Suspension Period and any or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside have an Investment Grade Rating from both of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)Rating Agencies; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.20(c), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.18 and 5.01(4) hereof (collectively, the “Suspended Covenants”) of this Indenture will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors Di- rectors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 4.19 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if If the rating assigned by either such rating agency Rating Agency should subsequently decline to below Baa3 or BBB-, respectivelyan Invest- ment Grade Rating, the Suspended Covenants covenants specified in Section 4.20(a) will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended. For purposes The continued existence after any reinstitution of determining compliance with Section 4.10 hereof, the Excess Proceeds foregoing covenants of obligations arising from all Asset Sales transactions that occurred during the period such covenants were suspended shall not applied constitute a breach of any covenant set forth in accordance with Section 4.10 hereof will this Indenture or cause an Event of Default hereunder and such transaction shall be deemed to be reset have occurred prior to, or to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contraryoutstand- ing on, the Company and Issue Date. (d) The Trustee shall have no responsibility to monitor any change in the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion rating of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateNotes.

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue DateDate that: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have an Investment Grade Rating on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.09 (Incurrence of Additional Indebtedness); (2) Section 4.07 (Restricted Payments); (3) Section 4.10 (Asset Sales); (4) Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); (5) Section 4.11 (Limitations on Transactions with Affiliates); and (6) Section 5.01(a)(2) (Merger, Consolidation and Sale of Assets). During any period that the Suspended Covenants have been suspendeda Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance outstanding on the exception provided by clause (2Issue Date, so that it is classified as Permitted Indebtedness under Section 4.09(b)(3) and permitted to be refinanced under Section 4.09(b)(16). Calculations made after the Reversion Date of the definition of Permitted Debt. Calculations amount available to be made as Restricted Payments under the reinstated Section 4.07 hereof will be made as if though Section 4.07 hereof had been in effect prior to, but not during, during the period that Section 4.07 hereof was suspended as set forth above; provided that any Suspension Period and all Restricted Payment Payments made during the Suspension Period shall in no event not otherwise permitted pursuant to Section 4.07(b) will reduce the amount of available to be made as Restricted Payments under Section 4.07(a)(iii). In addition, (1) for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the Company or any of its Restricted Subsidiaries with an Affiliate of the Company during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, (2) for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date, and (3) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted by Section 4.07(aunder clause (12) below zero; providedof the definition of “Permitted Investments”. Notwithstanding the fact that covenants suspended during a Suspension Period may be reinstated, further, for the sake of clarity, that (1) no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, such covenants during the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after Suspension Period or at the time such covenants are reinstated and (2) following a Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s each Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date Subsidiary will be permitted, without causing a Default or Event of Default; provided that such contractual commitments were Default to consummate the transactions contemplated by any contract entered into during the Suspension Period Period, so long as such contract and not in contemplation of a reversion of the Suspended Covenantssuch consummation would have been permitted during such Suspension Period. The Company shall deliver promptly to give the Trustee an Officers’ Certificate notifying it written notice of the beginning start of any Suspension Period and in any event not later than five (5) Business Days after such Suspension Period has begun. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. The Trustee may provide a copy of such notice to any Holder of Notes upon request. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: Date (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies, and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof covenants (collectively, the “Suspended Covenants”): (1) will be suspended. During any period Section 4.10 hereof; (2) Section 4.07 hereof; (3) Section 4.09 hereof; (4) Section 5.01(4) hereof; (5) Section 4.11hereof; and (6) Section 4.08 hereof. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants have been suspended, the Company’s Board for any period of Directors may not designate any time as a result of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”) one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (ii) the Company or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii) of this Section 4.19(b). . (c) The period of time between the suspension occurrence of covenants as set forth above a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or preferred stock issued during omitted to be taken by the Suspension Period Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made calculated as if though Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended Suspension Period. No Subsidiaries shall be designated as set forth above; provided that any Restricted Payment made Unrestricted Subsidiaries during the Suspension Period. All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed classified to have occurred solely by reason of a Restricted Payment made while been incurred or issued pursuant to Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date4.09(b)(2).

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x Mxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.15 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 4.16 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: : (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment in- vestment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of regis- tered under Section 3(a)(62) 15E of the Exchange Act selected by the Company as a replacement agency); and and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.19(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof (collectively, the ““ Suspended CovenantsCovenants ”) will be suspended. sus- pended. (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless un- less the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period -84- (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency should subsequently decline declines to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a ““ Reversion DateDate ”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the ““ Suspension PeriodPeriod .” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSec- tion 4.09(b). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedPeriod. For purposes of determining compliance with Section 4.10 hereof, the Excess Ex- cess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to grant Note Guarantees but Section 4.11(b)(11), and for a purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period shall grant Note Guarantees upon prior to such Reversion Date that contain any of the Reversion Date. restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. (d) Notwithstanding anything herein to the contrary, Parent, the Company and the Company’s their Restricted Subsidiaries Subsid- iaries may honor honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Re- version Date without causing a Default or Event of Default; provided that such contractual commitments were entered en- tered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning be- ginning of any Suspension Period and or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holders of Notes upon request.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.18(c), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) of this Indenture will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 4.18(a) will be reinstituted as of and from the date of such rating decline (any such date, a the “Reversion Reinstatement Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspendedsuspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended (a “Suspension Period”). For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from transactions that occurred during a Suspension Period shall not constitute a breach of any covenant set forth in this Indenture or cause an Event of Default hereunder. (d) On the Reinstatement Date, all Asset Sales Indebtedness incurred during a Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(a) hereof or one of the clauses of Section 4.09(b) hereof (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not applied in accordance with be so permitted to be incurred pursuant to Section 4.10 4.09(a) hereof or Section 4.09(b) hereof such Indebtedness will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but outstanding on the Issue Date, so that it is classified as Existing Indebtedness under Section 4.09(b)(2) hereof. The Trustee shall not be responsible for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrarymonitoring, or charged with knowledge of, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion ratings of the Suspended CovenantsNotes. The Company shall deliver promptly to At the Trustee an Officers’ Certificate notifying it of the beginning commencement of any Suspension Period and upon the occurrence of any Reversion Reinstatement Date, the Company shall deliver notice thereof to the Trustee in the form of an Officer’s Certificate, pursuant to this Section 4.18.

Changes in Covenants When Notes Rated Investment Grade. If (a) If, on any date date, following the Notes Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)become Investment Grade; and (2) no Unmatured Event of Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the covenants set forth in Section 5.01(c), Section 4.18 and subject Section 4.34 will no longer be applicable to the provisions of the Notes. (b) In addition, on any date following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline on which the Company satisfies the conditions in clauses (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt1) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not duringclause (a) above, the period that Section 4.07 hereof was suspended as restrictions contained in the covenants set forth abovein Section 4.08 and Section 4.25 shall be of no further force and effect and shall be replaced with the following: “The Company will not and will not permit any of its Restricted Subsidiaries to incur Indebtedness, and will not permit any Restricted Subsidiary to issue preferred stock; provided that the Company and/or any of its Restricted Payment made during Subsidiaries may incur Indebtedness and Restricted Subsidiaries of the Suspension Period Company may issue preferred stock (i) permitted to be incurred and/or issued as described in paragraphs (a) through (q) of Section 4.08 (for the avoidance of doubt, including any Additional Senior Debt, incurred in accordance with the provisions described under Section 4.09) and (ii) if either of the following conditions have been satisfied: (A) The Company shall in no event reduce have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that the amount of Restricted Payments permitted by Section 4.07(aall Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) below zero; providedoutstanding, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein giving effect to the contraryincurrence of such Indebtedness, is capable of being amortized to a zero balance by the Company termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Indenture Projected Fixed DSCR of at least 1.40:1.00 through the terms of such Qualifying LNG SPAs (with such ratio calculated using such Qualifying LNG SPAs, and using an interest rate equal to the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence of such Indebtedness and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion application of the Suspended Covenants. proceeds therefrom); or (B) The Company shall deliver promptly has obtained and delivered to the Trustee an Officers’ Certificate notifying it a Rating Reaffirmation in respect of the beginning Notes after giving effect to the incurrence of any Suspension Period and any Reversion Datesuch Indebtedness.”

Changes in Covenants When Notes Rated Investment Grade. (a) If on at any date following the Issue Date: (1) time the Notes are rated Baa3 or better assigned an Investment Grade Rating by Xxxxx’x both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have has occurred and is continuing under this Indenture, Parent and its Restricted Subsidiaries will no longer be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, this Indenture described in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.18, 5.01(a)(4)(i) and 5.01(45.01(c)(4)(i) hereof (collectively, collectively the “Suspended Covenants”). (b) will be suspended. During If at any period that the time Parent and its Restricted Subsidiaries are not subject to Suspended Covenants have been suspendedpursuant to Section 4.20(a), the Company’s Board of Directors Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board definition of Directors would Unrestricted Subsidiary. (c) If either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have been ablean Investment Grade Rating from both Rating Agencies, under the terms of this Indenture, Parent and its Restricted Subsidiaries will thereafter again be subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that Covenants, subject to the Suspended Covenants may be reinstatedterms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the failure to comply “Reinstatement Date”). (d) Compliance with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Restricted Payments made after the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants Reinstatement Date will be reinstituted as calculated in accordance with the terms of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if though such Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period entire period of time from which the Notes are issued. (e) In case Parent and its Restricted Subsidiaries shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will longer be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein subject to the contrarySuspended Covenants or in case a Reinstatement Date shall occur, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company Parent shall promptly deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Dateto such effect.

Changes in Covenants When Notes Rated Investment Grade. (a) If on at any date following the Issue Date: (1) time the Notes are rated Baa3 or better assigned an Investment Grade Rating by Xxxxx’x both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will no longer be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, this Indenture described in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.18 and 5.01(45.01(a)(4)(i) hereof (collectively, collectively the “Suspended Covenants”). (b) will be suspended. During If at any period that time the Company and its Restricted Subsidiaries are not subject to Suspended Covenants have been suspendedpursuant to Section 4.20(a), the Company’s Board of Directors Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board definition of Directors would Unrestricted Subsidiary. (c) If either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have been ablean Investment Grade Rating from both Rating Agencies, under the terms of this Indenture, Company and its Restricted Subsidiaries will thereafter again be subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that Covenants, subject to the Suspended Covenants may be reinstatedterms, conditions and obligations set forth in this Indenture (each such date of reinstatement being the failure to comply “Reinstatement Date”). (d) Compliance with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Restricted Payments made after the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants Reinstatement Date will be reinstituted as calculated in accordance with the terms of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if though such Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce entire period of time from which the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateNotes are issued.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)S&P; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and regardless of any subsequent changes in the rating of the Notes, subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.16, 4.19 and 5.01(45.01(a)(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants foregoing covenants have been suspended, the CompanyParent’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the CompanyParent’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this IndenturePeriod. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of “Permitted Debt. .” Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 and 4.19 hereof, the Excess Proceeds from all Asset Sales and the Excess Loss Proceeds from all Events of Loss not applied in accordance with Section 4.10 and 4.19 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company contrary Parent and the Company’s its Restricted Subsidiaries may to honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company Issuer shall deliver promptly to the Trustee an Officers’ and Officer’s Certificate notifying it of the beginning of any Suspension Period and any Reversion Dateevent set forth in this Section 4.18.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate: (1i) the Notes are rated Baa3 or better by have Investment Grade ratings from both Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)S&P; and (2ii) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following second succeeding paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.114.12, 4.16 4.13, 4.14 and 5.01(45.01(iv) hereof (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof this Indenture unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect theretothereto and including any actions taken at any time pursuant to -66- any contractual obligations arising during the Suspension Period) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the Notes no longer have an Investment Grade rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectivelyfrom both Xxxxx’x and S&P, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by pursuant to clause (2) of the definition second paragraph of Permitted DebtSection 4.09. Calculations under the reinstated Section 4.07 hereof 4.10 will be made as if Section 4.07 hereof 4.10 had been in effect prior to, but not during, the period that Section 4.07 hereof 4.10 was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 4.12 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof 4.12 hereof, will be deemed to be reset to zero after the Reversion Date. Subsidiaries In addition, for purposes of Section 4.13 hereof, all contracts entered into during the Suspension Period prior to such Reversion Date that would contain any of the restrictions contemplated by such covenant will be deemed to have been required entered pursuant to grant Note Guarantees but for Section 4.13(i)(a)(1) hereof. (d) During the Suspension Period, any reference in Section 4.16 to Section 4.09 or any provision thereof shall be construed as if such Section 4.09 had remained in effect since the Issue Date and during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, and the Company and the Company’s its Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date will be permitted, without causing a Default or Event of DefaultDefault or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations following a Reversion Date and to consummate the transactions contemplated thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The ; provided, further, that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.10(a)(iv)(C) or Section 4.10(b) hereof and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.10(a)(iv)(C) hereof and shall be deducted for purposes of calculating the amount pursuant to this Section 4.10(a)(iv)(C) (which may not be less than zero).The Company shall deliver promptly provide an Officer’s Certificate to the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period and any or Reversion Date. The Trustee shall have no obligation to monitor the ratings of the Notes, independently determine or verify if any Suspension Period or Reversion Date has occurred or notify the Holders of the Notes of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon written request.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the CompanyIssuers, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company Issuers as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, then, beginning on that day and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Express’ Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Express’ Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this IndenturePeriod. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants foregoing covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company Issuers and the Company’s Express’ Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company issuers shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning of any Suspension Period and any Reversion Dateevent set forth in this Section 4.19.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Supplemental Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of as such term is defined in Section 3(a)(62(3)(a)(62) of the Exchange Act Act, selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.20(c), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.16(1)(a) and (2), 4.18 and 5.01(4) hereof (collectively, the “Suspended Covenants”) of this Supplemental Indenture will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 4.19 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 4.20(a) will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Supplemental Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from all Asset Sales transactions that occurred during the period such covenants were suspended shall not applied constitute a breach of any covenant set forth in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default this Supplemental Indenture or cause an Event of Default; provided that such contractual commitments were entered into during Default hereunder. (d) The Trustee shall have no responsibility to monitor any change in the Suspension Period and not in contemplation of a reversion rating of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateNotes.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.19(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency should subsequently decline declines to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSection 4.09(b). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedPeriod. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to grant Note Guarantees but Section 4.11(b)(11), and for a purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period shall grant Note Guarantees upon prior to such Reversion Date that contain any of the Reversion Date. restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. (d) Notwithstanding anything herein to the contrary, Parent, the Company and the Company’s their Restricted Subsidiaries may honor honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning of any Suspension Period and or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holders of Notes upon request.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required In addition, during a Suspension Period, any future obligation to grant further Note Guarantees shall be released. All such further obligation to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees be reinstated upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases rating assigned to rate the Notes for reasons outside by each of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)S&P and Xxxxx'x is an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraphtwo paragraphs, Sections 4.10 (other than any provisions contained therein relating to the Sale of Collateral and the application of the proceeds therefrom), 4.07, 4.08, 4.09, 4.104.19, 4.11, 4.16 4.11 and 5.01(4clause (4) of Section 5.01 hereof (collectively, the “"Suspended Covenants”") will shall be suspended. suspended as to the Notes. (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s 's Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 4.19 hereof unless or the Company’s Board second paragraph of Directors would have the definition of "Unrestricted Subsidiary." (c) If at any time the Notes are downgraded from an Investment Grade Rating by either S&P or Moody's, the Suspended Covenants will thereafter be reinstated as if such covenants had never been able, under suspended and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), to designate such Subsidiaries as Unrestricted Subsidiaries if unless and until the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Notes subsequently attain an Investment Grade Rating from each of S&P and Xxxxx'x (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, in which event the Suspended Covenants will again be reinstituted as suspended for such time that the Notes maintain an Investment Grade Rating from each of S&P and from the date Moody's); provided, however, that no Default, Event of such rating decline (Default or breach of any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period kind will be deemed to have been incurred exist under this Indenture, the Notes or issued in reliance on the exception provided by clause (2) Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the definition Company or any of Permitted Debt. Calculations under the reinstated Section 4.07 hereof its Subsidiaries will be made as if Section 4.07 hereof had been in effect prior tobear any liability for, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default actions taken or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero events occurring after the Reversion Date. Subsidiaries that Notes attain an Investment Grade Rating from each of S&P and Xxxxx'x and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the reinstatement, regardless of whether those actions or events would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon permitted if the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that applicable Suspended Covenant had remained in effect during such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Dateperiod.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Agreement: (1) the Notes are rated Baa3 or better by Xxxxx’x Mxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of as such term is defined in Section 3(a)(62(3)(a)(62) of the Exchange Act Act, selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelySection 10.10(c), the “Suspended Covenants”covenants contained in Sections 9.6, 10.1, 10.2, 10.4, 10.5(a)(4), 10.6, 10.9, and Sections 10.11(1) and (2) of this Agreement will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 9.7 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 10.10(a) will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 10.1 hereof will be made as if Section 4.07 10.1 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Agreement except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from all Asset Sales transactions that occurred during the period such covenants were suspended shall not applied constitute a breach of any covenant set forth in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default this Agreement or cause an Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateDefault hereunder.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: Date (1) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted Subsidiaries will not be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.17 and 5.01(45.01(c)(1) hereof (collectively, the “Suspended Covenants”). (b) will be suspended. During any period In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Indenture for any period of time as a result of the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). ) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (2) the Issuer or any of its affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (2) above. (c) The period of time between the suspension occurrence of covenants as set forth above a Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Available Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or preferred stock issued during omitted to be taken by the Suspension Period Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be deemed to have been incurred or issued calculated as though the covenant described in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended Suspension Period. No Subsidiaries shall be designated as set forth above; provided that any Restricted Payment made Unrestricted Subsidiaries during the Suspension Period. All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed classified to have occurred solely by reason of a Restricted Payment made while been incurred or issued pursuant to Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date4.09(b)(2).

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue DateDate that: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have an Investment Grade Rating on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.09 (Incurrence of Additional Indebtedness); (2) Section 4.07 (Restricted Payments); (3) Section 4.10 (Asset Sales); (4) Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); (5) Section 5.01(a)(2) (Merger, Consolidation and Sale of Assets); (6) Section 4.11 (Limitations on Transactions with Affiliates); and (7) Section 4.17 (Additional Subsidiary Note Guarantees). During any period that the Suspended Covenants have been suspendeda Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors Company would have been able, under the terms of this Indenture, permitted to designate such Subsidiaries Subsidiary as an Unrestricted Subsidiaries Subsidiary if a Suspension Period had not been in effect for any period, and, following the Suspended Covenants were not suspendedReversion Date, such designation shall be deemed to have created an Investment or a Permitted Investment pursuant to the first paragraph of Section 4.18. Notwithstanding that On the Suspended Covenants may be reinstatedReversion Date, the failure to comply with the Suspended Covenants all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to and permitted under Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to Section 4.09(a) or any of the clauses set forth in Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as Permitted Indebtedness under Section 4.09(b)(3) and permitted to be refinanced under Section 4.09(b)(14). All Liens and Investments in existence on the Reversion Date will be deemed to have been outstanding on the Issue Date. For purposes of Section 4.10, on the Reversion Date, the amount of unutilized Net Proceeds Offer amount will be reset to zero. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect during the entire period of time after the Issue Date (including any action taken or omitted the Suspension Period) and all Restricted Payments made during the Suspension Period not otherwise permitted pursuant to be taken with respect theretoSection 4.07(b) will not give rise to constitute a Default or Event of Default but will reduce the amount available to be made as Restricted Payments under this IndentureSection 4.07(a)(iii), but not below zero. Notwithstanding In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the foregoing, if Company or any of its Restricted Subsidiaries with an Affiliate of the rating assigned by either Company during the applicable Suspension Period prior to such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred entered into on or issued in reliance prior to the Issue Date, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the exception provided by clause (2) of Issue Date. Notwithstanding the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenantstime such covenants are reinstated. The Company shall deliver promptly to give the Trustee an Officers’ Certificate notifying it written notice of the beginning start of any Suspension Period and in any event not later than five (5) Business Days after such Suspension Period has begun. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve an Investment Grade Rating or of any Suspension Period or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside have Investment Grade Ratings from both of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)Ratings Agencies; and (2) no Default or Event of Default (other than any Default or Event of Default under any covenant that would otherwise become a Suspended Covenant) shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following second succeeding paragraph, (i) the Note Guarantees will be automatically and unconditionally released and discharged (to the extent that guarantees by the Guarantors of all other Priority Lien Obligations and Parity Lien Indebtedness are substantially concurrently released, and the Liens on the Collateral securing such Priority Lien Obligations and Parity Lien Indebtedness are also substantially concurrently released) and (ii) Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.15, 4.16, 4.17 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the CompanyIssuer’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the CompanyIssuer’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect theretothereto and including any actions taken at any time pursuant to any contractual obligations arising during the Suspension Period) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectivelyNotes no longer have an Investment Grade Rating from both of the Ratings Agencies, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of “Permitted Debt. .” Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof hereof, will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to Section 4.11(b)(12), and for purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. During the Suspension Period, any reference in the definition of “Unrestricted Subsidiary” to Section 4.09 hereof or any provision thereof shall be construed as if such Section 4.09 had remained in effect since the Issue Date and during the Suspension Period. Upon the Reversion Date, the obligation to grant Note Guarantees but and Collateral pursuant to Section 4.16 hereof will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.16 hereof). Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Issuer and its Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date will be permitted, without causing a Default or Event of DefaultDefault or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations following a Reversion Date and to consummate the transactions contemplated thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants; provided further that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.07(a)(z) or Section 4.07(b) hereof and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.07(a)(z) hereof and shall be deducted for purposes of calculating the amount pursuant to this Section 4.07(a)(z) (which may not be less than zero). The Company Issuer shall deliver promptly provide an Officer’s Certificate to the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period and any or Reversion Date. The Trustee shall have no obligation to monitor the ratings of the Notes, independently determine or verify if such events have occurred or notify the Holders of Notes of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon written request.

Changes in Covenants When Notes Rated Investment Grade. If (a) Beginning on any the first date of a Covenant Suspension and ending on a Reversion Date (such period, a “Suspension Period”), the following covenants will not be applicable to the Issue DateNotes: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P Section 4.07; (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of 2) Section 3(a)(624.08; (3) of the Exchange Act selected by the Company as a replacement agency)Section 4.09; (4) Section 4.10; (5) Section 4.11; (6) Section 4.15; and (27) no Default or Event clause (4) of Default shall have occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4Section 5.01(a). (b) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “On each Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and incurred, or Disqualified Stock or preferred stock issued Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a) hereof or one of the clauses set forth in Section 4.09(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.09(a) hereof or Section 4.09(b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been incurred or issued in reliance outstanding on the exception provided by clause Issue Date, so that it is classified as permitted under Section 4.09(b)(3) hereof. (2c) Calculations made after the Reversion Date of the definition of Permitted Debt. Calculations under the reinstated amount available to be made as Restricted Payments pursuant to Section 4.07 hereof will be made as if though Section 4.07 hereof had been in effect prior tosince the Issue Date and throughout the Suspension Period. Accordingly, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment Payments made during the Suspension Period shall in no event will reduce the amount of available to be made as Restricted Payments permitted by under Section 4.07(a) below zerohereof; provided, further, for the sake of clarityhowever, that no Default or Event of Default will be deemed to have occurred solely as a result of the Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by reason the Issuer or any of a the Restricted Payment made while Section 4.07 hereof was suspended. For Subsidiaries during the Suspension Period (other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date). (d) In addition, for purposes of determining compliance with Section 4.10 4.11 hereof, all agreements and arrangements entered into by the Excess Proceeds from all Asset Sales not applied in accordance Issuer or any Restricted Subsidiary with Section 4.10 hereof an Affiliate of the Issuer during the Suspension Period prior to the Reversion Date will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein entered into on or prior to the contraryIssue Date and for purposes of Section 4.08 hereof, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were all contracts entered into during the Suspension Period and not in contemplation prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.08 hereof will be deemed to have been existing on the Issue Date. For purposes of Section 4.10 hereof, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. (e) During any Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary by the Board of Directors of the Issuer. (f) Upon the occurrence of a reversion of Covenant Suspension or a Reversion Date, the Suspended Covenants. The Company Issuer shall deliver promptly provide written notice to the Trustee, and file with the Trustee an Officers’ Certificate notifying it certifying that such suspension or reversion complied with the foregoing provisions. In the case of a Covenant Suspension, such notice shall list the beginning of any Suspension Period and any Reversion DateSuspended Covenants.

Changes in Covenants When Notes Rated Investment Grade. If (a) If, on any date following the Notes Issue Date: (1) each series of the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)becomes Investment Grade; and (2) no Unmatured Event of Default or Event of Default shall have occurred and be Continuing, then, beginning on that day and Continuing continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the covenants set forth in Section 5.01(c), Section 4.18 and subject Section 4.35 will no longer be applicable to the provisions Notes. (b) In addition, if, on any date following the date on which (1) the Company satisfies the conditions in clauses (1) and (2) of clause (a) above, then Section 4.13 will no longer be applicable to the Notes, beginning on such date and continuing until the Reversion Date (as defined below). (c) If, on any date, either series of the following paragraphNotes cease to be Investment Grade, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof then on such date (collectively, the “Suspended CovenantsReversion Date”) Section 4.13 will be suspendedreinstated as if such section had never been suspended and will be applicable unless and until the conditions in clauses(1) and (2) of clause (a) above are satisfied. During No Unmatured Event of Default, Event of Default or breach of any period that kind shall be deemed to exist under this Indenture or any series of Notes with respect to Section 4.13 and neither the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate Company nor any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants shall bear any liability for any actions taken or events occurring during the Suspension Period (including as defined below), or any action actions taken or omitted at any time pursuant to be taken with respect thereto) will not give rise any contractual obligation arising prior to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”), regardless of whether such actions or events would have been permitted if Section 4.13 remained in effect during such period. The period of time between the date of the suspension of covenants as set forth above Section 4.13 and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred ” (including Acquired Debtd) In addition, on any date following the date on which the Company satisfies the conditions in clauses (1) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not duringclause (a) above, the period that Section 4.07 hereof was suspended as restrictions contained in the covenants set forth abovein Section 4.08 and Section 4.25 shall be of no further force and effect and shall be replaced with the following: “Each of the Company and TCP will not and will not permit any of its respective Restricted Subsidiaries to incur Indebtedness or to issue preferred stock; provided that the Company and TCP and/or any of their Restricted Payment made during Subsidiaries may incur Indebtedness and may issue preferred stock (i) permitted to be incurred and/or issued as described in paragraphs (a) through (q) of Section 4.08 (for the Suspension Period avoidance of doubt, including any Additional Senior Debt incurred in accordance with the provisions described under Section 4.09) and (ii) if either of the following conditions has been satisfied: (A) The Company shall in no event reduce have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that the amount of Restricted Payments permitted by Section 4.07(aall Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) below zero; providedoutstanding, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein giving effect to the contraryincurrence of such Indebtedness, is capable of being amortized to a zero balance by the Company termination date of the last to terminate of the Qualifying Indenture LNG SPAs then in effect and produces a Projected Fixed DSCR of at least 1.40:1.00 through the terms of such Qualifying Indenture LNG SPAs (with such ratio calculated using such Qualifying Indenture LNG SPAs, and using an interest rate equal to the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence of such Indebtedness and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion application of the Suspended Covenants. proceeds therefrom); or (B) The Company shall deliver promptly has obtained and delivered to the Trustee an Officers’ Certificate notifying it a Rating Reaffirmation in respect of the beginning Notes after giving effect to the incurrence of any Suspension Period and any Reversion Datesuch Indebtedness.”

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of as such term is defined in Section 3(a)(62(3)(a)(62) of the Exchange Act Act, selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.20(c), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.16(1)(a) and (2), 4.18 and 5.01(4) hereof (collectively, the “Suspended Covenants”) of this Indenture will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 4.19 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 4.20(a) will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from all Asset Sales transactions that occurred during the period such covenants were suspended shall not applied constitute a breach of any covenant set forth in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default this Indenture or cause an Event of Default; provided that such contractual commitments were entered into during Default hereunder. (d) The Trustee shall have no responsibility to monitor any change in the Suspension Period and not in contemplation of a reversion rating of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion DateNotes.

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue DateDate that: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have an Investment Grade Rating on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.09 (Incurrence of Additional Indebtedness); (2) Section 4.07 (Restricted Payments); (3) Section 4.10 (Asset Sales); (4) Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); (5) Section 4.11 (Limitations on Transactions with Affiliates); and (6) Section 5.01(a)(2) (Merger, Consolidation and Sale of Assets). During any period that the Suspended Covenants have been suspendeda Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be classified to have been incurred pursuant to and permitted under Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to Section 4.09(a) or any of the clauses set forth in Section 4.09(b), such Indebtedness will be deemed to have been incurred or issued in reliance outstanding on the exception provided by clause (2Issue Date, so that it is classified as Permitted Indebtedness under Section 4.09(b)(3) and permitted to be refinanced under Section 4.09(b)(16). Calculations made after the Reversion Date of the definition of Permitted Debt. Calculations amount available to be made as Restricted Payments under the reinstated Section 4.07 hereof will be made as if though Section 4.07 hereof had been in effect prior to, but not during, during the entire period that Section 4.07 hereof was suspended as set forth above; provided that any of time after the Issue Date (including the Suspension Period) and all Restricted Payment Payments made during the Suspension Period shall in no event not otherwise permitted pursuant to Section 4.07(b) will reduce the amount of available to be made as Restricted Payments permitted by under Section 4.07(a) below zero; provided, further4.07(a)(iii). In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the sake Company or any of clarityits Restricted Subsidiaries with an Affiliate of the Company during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. Notwithstanding the fact that covenants suspended during a Suspension Period may be reinstated, no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenantstime such covenants are reinstated. The Company shall deliver promptly to give the Trustee an Officers’ Certificate notifying it written notice of the beginning start of any Suspension Period and in any event not later than five (5) Business Days after such Suspension Period has begun. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: Date (1i) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P have an Investment Grade Rating from at least two Rating Agencies, (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have occurred and be Continuingcontinuing and (iii) the Issuers have delivered to the Trustee an Officer’s Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in the foregoing clauses (i), (ii) and (iii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and Continuing at all times thereafter and subject to the following provisions of the following paragraphthis Section 4.17, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.15 and 5.01(45.01(a)(iv) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board board of Directors directors of the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second paragraph of the definition of “Unrestricted Subsidiary.” (b) If on any subsequent date (the “Reinstatement Date”) the Notes cease to maintain Investment Grade Ratings from at least two Rating Agencies, then each of the covenants suspended pursuant to Section 4.17 4.17(a) hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred Issuers shall deliver to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during Trustee an Officer’s Certificate certifying the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtforegoing. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, Issue Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended. For purposes of determining compliance with Furthermore, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, while Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with 4.09 hereof was suspended pursuant to Section 4.10 4.17(a) hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required incurred or issued pursuant to grant Note Guarantees but Section 4.09(b)(iii) hereof. In addition, for a Suspension Period shall grant Note Guarantees upon purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Reversion Date. Notwithstanding anything herein Company or any Restricted Subsidiary with an Affiliate of the Company during the period in which such covenant was suspended will be deemed to have been entered into prior to the contraryIssue Date and permitted by Section 4.11(b)(v), the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event for purposes of Default; provided that such contractual commitments were Section 4.08 hereof, all contracts entered into during the Suspension Period and not period in contemplation of a reversion which such covenant was suspended that contain any of the Suspended Covenants. restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date and permitted by Section 4.08(b)(i) hereof. (c) The Company Issuers shall promptly deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it the Trustee of any event giving rise to a Covenant Suspension Event or a Reinstatement Date, the date thereof and identifying the suspended or reinstated covenants. The Trustee shall not have any obligation to monitor the ratings of the beginning Notes, the occurrence or date of any Covenant Suspension Period Event or Reinstatement Date and may rely conclusively on the Officer’s Certificate with respect to the same. The Trustee shall not have any Reversion obligation to notify the Holders of the occurrence or date of any Covenant Suspension Event, suspended covenants or Reinstatement Date, but may provide a copy of such Officer’s Certificate to any Holder upon request.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Closing Date: , (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then the covenants listed under Sections 4.16 and 5.01(a)(5) will not be Continuing, then, beginning on that day and Continuing at all times thereafter and subject applicable to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof Notes (collectively, the “Suspended Covenants”). (b) will be suspended. During any period In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants have been suspendedunder this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the Company’s Board “Reversion Date”) one or both of Directors may not designate any of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant will thereafter again be subject to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspendedunder this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is the “Suspension Period.” (c) Notwithstanding that the Suspended Covenants may be reinstated, (1) no Default, Event of Default or breach of any kind will be deemed to exist or have occurred as a result of any failure by the failure Issuer or any Subsidiary to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period (including any action or after that time arising out of actions taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued events that occurred during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause Period), and (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date the Issuer and any Subsidiary will be permitted, without causing a Default, Event of Default or Event breach of Default; provided that such any kind, to honor, comply with or otherwise perform any contractual commitments were entered into or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly Period, or for any actions taken or events occurring at any time pursuant to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datesuch commitment or obligation.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: Date (1i) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside have an Investment Grade Rating from both of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and Ratings Agencies and (2ii) no Default or Event of Default shall has occurred and is continuing under this Indenture (the date upon which the events described in the foregoing clauses (i) and (ii) have occurred being referred to as the “Suspension Date”), the Company and its Restricted Subsidiaries will not be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof covenants (collectively, the “Suspended Covenants”): (1) will be suspended. During any period Section 4.10 hereof; (2) Section 4.09 hereof; (3) Section 4.13 hereof; (4) Section 4.12 hereof; (5) Section 4.14 hereof; and (6) Section 5.01(d) hereof. (b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants have been suspendedfor any period of time as a result of the foregoing, and on any subsequent date (the Company’s Board “Reversion Date”) one or both of Directors may not designate any of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant will thereafter again be subject to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspendedwith respect to future events and the Subsidiary Guarantees will be reinstated to the extent required by this Indenture (unless and until a Suspension Date again occurs). The period of time between any Suspension Date and the related Reversion Date is referred to as a “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date or after a Suspension Period based solely on events that occurred during such Suspension Period). During any Suspension Period, the Company’s Board of Directors may not designate any Subsidiary to be an Unrestricted Subsidiary pursuant to Section 4.17 and the second paragraph of the definition of “Unrestricted Subsidiary” unless the Company would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period. (c) On the Reversion Date, all Indebtedness incurred during the related Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a), or, at the Company’s option, one or more of the clauses set forth under Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payment Payments under Section 4.10 will be made while as though the provisions of Section 4.07 hereof was suspended4.10 had been in effect since the Issue Date and throughout the Suspension Period. For Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.10. Additionally, for purposes of determining compliance with Section 4.10 hereof4.12(d), the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after on the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for . (d) Upon the occurrence of a Suspension Period shall grant Note Guarantees upon the Date or a Reversion Date. Notwithstanding anything herein to the contrary, the Company shall provide written notice to the Holders, with a copy to the Trustee, and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to file with the Trustee an Officers’ Certificate notifying it certifying that such suspension or reversion complied with the foregoing provisions. In the case of a Suspension Date, such notice shall list the beginning of any Suspension Period and any Reversion DateSuspended Covenants.

Changes in Covenants When Notes Rated Investment Grade. If (a) Beginning on any the date following the Issue Datethat: (1) the a series of Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)has an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to the provisions have Investment Grade Ratings on such series of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof Notes (collectivelysuch period of time, the “Suspended CovenantsSuspension Period”) will be suspended. During any period that the Suspended Covenants have been suspended), the Companycovenants specifically listed under Sections 7.01(a)(4), 7.01(b)(4), 9.08, 9.09, 9.10, 9.11 and 9.12 hereof will no longer be applicable to such series of Notes. (b) During a Suspension Period, Suburban Propane’s Board of Directors Supervisors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. (c) On the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All , all Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or issued one of the clauses set forth in reliance the definition of Permitted Debt (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the exception provided by clause (2) Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof , such Indebtedness will be made as if Section 4.07 hereof had deemed to have been in effect prior to, but not during, Existing Indebtedness. (d) Notwithstanding the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenants. The Company shall deliver promptly to time the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datecovenants are reinstated.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and or BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.19(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either both such rating agency should agencies subsequently decline declines (or remains below) to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSection 4.09(b). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedPeriod. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to grant Note Guarantees but Section 4.11(b)(11), and for a purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period shall grant Note Guarantees upon prior to such Reversion Date that contain any of the Reversion Date. restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. (d) Notwithstanding anything herein to the contrary, Parent, the Company and the Company’s their Restricted Subsidiaries may honor honor, comply with or otherwise perform any contractual commitments to take actions 73 following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company shall deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it of the beginning of any Suspension Period and or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holders of Notes upon request.

Changes in Covenants When Notes Rated Investment Grade. If During any period beginning on any a date following the Issue Date: (1) when the Notes are rated Baa3 or better by Xxxxx’x have an Investment Grade Rating and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, thenand continuing until the next subsequent Reinstatement Date (as defined below), beginning on that day the Company and Continuing at all times thereafter and its Restricted Subsidiaries will not be subject to the following provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, this Indenture: (1) Section 4.07 hereof; (2) Section 4.08 hereof; (3) Section 4.09 hereof; (4) Section 4.10 hereof; (5) Section 4.11 hereof; (6) Section 4.13 hereof; (7) clauses (1)(a) and (3) of Section 4.16 and 5.01(4hereof; and (8) clause (4) hereof of Section 5.01 hereof; (collectively, the “Suspended Covenants”) ); provided that if the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding portion of this sentence and, at any subsequent date the Notes do not have an Investment Grade Rating, then the Company and its Restricted Subsidiaries will be suspendedon such date immediately become again subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in this Indenture (each such date of reinstatement being referred to as a “Reinstatement Date”). During any period that the Suspended Covenants have been suspendedsuspended pursuant to the preceding sentence, the Company’s Board of Directors may not designate any of its the Company’s Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply Subsidiary.” Compliance with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Restricted Payments made after the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants Reinstatement Date will be reinstituted as calculated in accordance with the terms of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof though such covenant had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce entire period of time from which the amount of Restricted Payments permitted by Section 4.07(a) below zeroNotes are issued; provided, furtherhowever, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely Restricted Payments made by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s or any Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing Subsidiary during such period will constitute a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated receive two of the following: a rating of Baa3 or better by Xxxxx’x and Xxxxx’x, a rating of BBB- or better by S&P or a rating of BBB- or better by Fitch (or, if either any of such entity ceases to rate the Notes for reasons outside of the control of the CompanyCo-Issuers, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company Co-Issuers as a replacement agency) (“Investment Grade Status”); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.16(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof 4.14 (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof 4.15 unless the Company’s Board of Directors of the Company would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency should subsequently decline declines to below Baa3 or BBB-, respectivelyInvestment Grade Status, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock Preferred Stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2Section 4.09(b)(2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not duringduring the Suspension Period. Accordingly, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment Payments made during the Suspension Period shall in no event will not reduce the amount of available to be made as Restricted Payments permitted by under Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended). For purposes of determining compliance with Section 4.10 hereof4.10, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11, all agreements and arrangements entered into by the Parent Guarantor and any of its Restricted Subsidiaries that would with an Affiliate of the Parent Guarantor during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to Section 4.11(b)(12), and for purposes of Section 4.08, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1). In addition, the obligation to grant further Note Guarantees but for under Section 4.14 shall be suspended. (d) In addition, this Indenture will also permit, without causing a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contraryDefault or Event of Default, the Company and Parent Guarantor, the Company’s Co-Issuers or any of their Restricted Subsidiaries may honor to honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Date without causing a Default or Event of DefaultDate; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company Co-Issuers shall deliver promptly to notify the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period and any or Reversion Date; provided that no such notification shall be a condition for the Suspension Period to be effective. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of Notes of any Suspension Period or Reversion Date. The Trustee may provide a copy of such notice to any Holder of Notes upon request. (f) There can be no assurance that the Notes will ever achieve an investment grade rating or that any such rating will be maintained.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Datedate of this Indenture: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of Section 4.18(c), the following paragraph, covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectively, the “Suspended Covenants”) of this Indenture will be suspended. . (b) During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless or the Company’s Board definition of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period Subsidiary.” (including any action taken or omitted to be taken with respect theretoc) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants covenants specified in Section 4.18(a) will be reinstituted as of and from the date of such rating decline (any such date, a the “Reversion Reinstatement Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount date of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, this Indenture except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspendedsuspended or for any other failure to comply with any suspended covenants during a period when the covenants were suspended (a “Suspension Period”). For purposes of determining compliance with Section 4.10 hereofNotwithstanding the foregoing, the Excess Proceeds continued existence after any reinstitution of the foregoing covenants of obligations arising from transactions that occurred during a Suspension Period shall not constitute a breach of any covenant set forth in this Indenture or cause an Event of Default hereunder. (d) On the Reinstatement Date, all Asset Sales Indebtedness incurred during a Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(a) hereof or one of the clauses of Section 4.09(b) hereof (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not applied in accordance with be so permitted to be incurred pursuant to Section 4.10 4.09(a) hereof or Section 4.09(b) hereof such Indebtedness will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon outstanding on the Reversion Issue Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided so that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Dateis classified as Existing Indebtedness under Section 4.09(b)(2) hereof.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Effective Date: , (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to is continuing under this Indenture (the provisions occurrence of the following paragraph, events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then the covenants listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.14, 4.15, 5.01(a)(4) and 5.01(45.01(a)(5) hereof will not be applicable to the Notes (collectively, the “Suspended Covenants”) will ). Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be suspendedreset to zero. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to unless such designation would have complied with Section 4.17 hereof unless the Company’s Board of Directors 4.11 as if Section 4.11 would have been able, under in effect during such period. (b) In the terms of this Indenture, event that the Issuer and its Restricted Subsidiaries are not subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Indenture for any period of time as a result of the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”)) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the suspension of covenants as set forth above Suspension Date and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred ” (including Acquired Debtc) and Disqualified Stock or preferred stock issued during In the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) event of any reinstatement of the definition of Permitted Debt. Calculations under Suspended Covenants on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the reinstated Section 4.07 hereof will amount available to be made as if Restricted Payments will be calculated as though Section 4.07 hereof 4.11 had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth aboveSuspension Period; provided that any Restricted Payment made (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.10(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 4.15(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.15(b)(1). (d) During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 4.10 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, (1) no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedDefault, further, for the sake of clarity, that no Default or Event of Default or breach of any kind will be deemed to exist or have occurred solely as a result of any failure by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance the Issuer or any Subsidiary to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspended Covenants during any Suspension Period shall grant Note Guarantees (or upon termination of the Reversion Date. Notwithstanding anything herein to Suspension Period or after that time arising out of actions taken or events that occurred during the contrarySuspension Period), the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions (2) following a Reversion Date the Issuer and any Subsidiary will be permitted, without causing a Default, Event of Default or Event breach of Default; provided that such any kind, to honor, comply with or otherwise perform any contractual commitments were entered into or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly Period, or for any actions taken or events occurring at any time pursuant to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datesuch commitment or obligation.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated receive two of the following: a rating of Baa3 or better by Xxxxx’x and Moody’s, a rating of BBB- or better by S&P or a rating of BBB- or better by Fitch (or, if either any of such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company as a replacement agency) (each an “Investment Grade Rating”); and; (2) no Default or Event of Default shall have occurred and be Continuing, continuing; and (3) the Company has delivered to the Trustee an Officer’s Certificate certifying that the foregoing conditions have been satisfied; then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.16(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof 4.14 (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof 4.15 unless the Company’s Board of Directors of the Company would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned by either Notes no longer have an Investment Grade Rating from two or more such rating agency should subsequently decline to below Baa3 or BBB-, respectivelyagencies, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock Preferred Stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2Section 4.09(b)(2) of the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not duringduring the Suspension Period. Accordingly, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment Payments made during the Suspension Period shall in no event will not reduce the amount of available to be made as Restricted Payments permitted by under Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended). For purposes of determining compliance with Section 4.10 hereof4.10, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11, all agreements and arrangements entered into by the Company and any of its Restricted Subsidiaries that would with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to Section 4.11(b)(12), and for purposes of Section 4.08, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1). In addition, the obligation to grant further Note Guarantees but for under Section 4.14 shall be suspended. (d) In addition, this Indenture will also permit, without causing a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contraryDefault or Event of Default, the Company and the Company’s or any of its Restricted Subsidiaries may honor to honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Date without causing a Default or Event of DefaultDate; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. . (e) The Company shall deliver promptly to notify the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period or Reversion Date. The Trustee shall not be deemed to have knowledge of the ratings of the Notes and shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of Notes of any Suspension Period or Reversion Date. The Company may provide a copy of such notice to any Holder of Notes upon request. (f) For purposes of Section 4.14, any Person that is required to become a Guarantor because it has become a borrower under the New Credit Agreement or guarantees the New Credit Agreement Obligations during the Suspension Period shall provide a Note Guarantee within 30 days of the Reversion Date. (g) The Trustee shall have no obligation to monitor the ratings of the Notes, independently determine or verify if a Suspension Period or Reversion Date has occurred or notify the Holders of Notes of any Suspension Period or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: Date (1) the Notes are rated Baa3 or better by have an Investment Grade Rating from Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the CompanyIssuers, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act Rating Agency selected by the Company as a replacement agency); and , (2) no Default or Event of Default shall have occurred and be Continuingcontinuing and (3) the Issuers have delivered to the Trustee an Officer’s Certificate certifying to the foregoing provisions of this sentence (the occurrence of the events described in the foregoing clauses (1), (2) and (3) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraphparagraphs, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.15 and 5.01(45.01(a)(iv) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants foregoing covenants have been suspended, the Company’s Board board of Directors directors of the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board second paragraph of Directors would have been able, under the terms definition of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if Subsidiary”. (b) If on any subsequent date (the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated“Reinstatement Date”), the failure Notes cease to comply with the Suspended Covenants during the Suspension Period maintain Investment Grade Ratings from Xxxxx’x and S&P (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoingor, if the rating assigned by either such entity ceases to rate the Notes for reasons outside of the control of the Issuers, the equivalent investment grade credit rating agency should subsequently decline to below Baa3 or BBB-from any other Rating Agency selected by the Company as a replacement agency), respectively, each of the Suspended Covenants covenants suspended pursuant to paragraph (a) hereof will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred Issuers shall deliver to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during Trustee an Officer’s Certificate certifying the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtforegoing. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, Issue Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that covenant was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period . (c) The Issuers shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall promptly deliver promptly to the Trustee an Officers’ Officer’s Certificate notifying it the Trustee of any event giving rise to a Covenant Suspension Event or a Reinstatement Date, the date thereof and identifying the suspended or reinstated covenants. The Trustee shall not have any obligation to monitor the ratings of the beginning Notes, the occurrence or date of any Covenant Suspension Period Event or Reinstatement Date and may rely conclusively on the Officer’s Certificate with respect to the same. The Trustee shall not have any Reversion obligation to notify holders of the occurrence or dates of any Covenant Suspension Event, suspended covenants or Reinstatement Date, but may provide a copy of such Officer’s Certificate to any holder of Notes upon request.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Datedate: (1) the Notes are rated Baa3 or better by have Investment Grade Ratings from both Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)S&P; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following second succeeding paragraph, (i) the Note Guarantees will be automatically and unconditionally released and discharged and (ii) Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.16, 4.17 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. During any period that the Suspended Covenants have been suspended, the CompanyIssuer’s Board of Directors (or the Board of Directors of any direct or indirect parent of the Issuer) may not designate any of its the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the CompanyIssuer’s Board of Directors (or the Board of Directors of any direct or indirect parent of the Issuer) would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect theretothereto and including any actions taken at any time pursuant to any contractual obligations arising during the Suspension Period) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding the foregoing, if the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectivelyNotes no longer have an Investment Grade Rating from both Xxxxx’x and S&P, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of “Permitted Debt. .” Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof hereof, will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to Section 4.11(b)(12), and for purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof. During the Suspension Period, any reference in the definition of “Unrestricted Subsidiary” to Section 4.09 hereof or any provision thereof shall be construed as if such Section 4.09 had remained in effect since the Issue Date and during the Suspension Period. Upon the Reversion Date, the obligation to grant Note Guarantees but pursuant to Section 4.16 hereof will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.16 hereof). Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure to comply with the Suspended Covenants during any Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Issuer and its Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date will be permitted, without causing a Default or Event of DefaultDefault or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations following a Reversion Date and to consummate the transactions contemplated thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants; provided, further, that, to the extent any such commitment or obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.07(a)(z) or Section 4.07(b) hereof and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.07(a)(z) hereof and shall be deducted for purposes of calculating the amount pursuant to this Section 4.07(a)(z) (which may not be less than zero). The Company Issuer shall deliver promptly provide an Officer’s Certificate to the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period and any or Reversion Date. The Trustee shall have no obligation to monitor the ratings of the Notes, independently determine or verify if any Suspension Period or Reversion Date has occurred or notify the Holders of the Notes of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon written request.

Changes in Covenants When Notes Rated Investment Grade. If Beginning on any the date following the Issue DateDate that: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency)have an Investment Grade Rating; and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning and ending on the date (the “Reversion Date”) that day and Continuing at all times thereafter and subject either Rating Agency ceases to have an Investment Grade Rating on the provisions Notes (such period of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(4) hereof (collectivelytime, the “Suspended CovenantsSuspension Period”), the following Sections of this Indenture will no longer be applicable to the Notes: (1) will be suspendedSection 4.09 (Incurrence of Additional Indebtedness); (2) Section 4.07 (Restricted Payments); (3) Section 4.10 (Asset Sales); (4) Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); (5) Section 5.01(a)(2) (Merger, Consolidation and Sale of Assets); and (6) Section 4.11 (Limitations on Transactions with Affiliates). During any period that the Suspended Covenants have been suspendeda Suspension Period, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless Subsidiaries. On the Company’s Board of Directors would have been ableReversion Date, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to and permitted under Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to Section 4.09(a) or any of the clauses set forth in Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as Permitted Indebtedness under Section 4.09(b)(3) and permitted to be refinanced under Section 4.09(b)(14). All Liens and Investments in existence on the Reversion Date will be deemed to have been outstanding on the Issue Date. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect during the entire period of time after the Issue Date (including any action taken or omitted the Suspension Period) and all Restricted Payments made during the Suspension Period not otherwise permitted pursuant to be taken with respect theretoSection 4.07(b) will not give rise to constitute a Default or Event of Default but will reduce the amount available to be made as Restricted Payments under this IndentureSection 4.07(a)(iii), but not below zero. Notwithstanding In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by the foregoing, if Company or any of its Restricted Subsidiaries with an Affiliate of the rating assigned by either Company during the applicable Suspension Period prior to such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred entered into on or issued in reliance prior to the Issue Date, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the exception provided by clause (2) of Issue Date. Notwithstanding the definition of Permitted Debt. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, but not during, the period fact that Section 4.07 hereof was covenants suspended as set forth above; provided that any Restricted Payment made during the a Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedmay be reinstated, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason as a result of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance failure to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Date. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into covenants during the Suspension Period and not in contemplation of a reversion of or at the Suspended Covenantstime such covenants are reinstated. The Company shall deliver promptly to give the Trustee an Officers’ Certificate notifying it written notice of the beginning start of any Suspension Period and in any event not later than five (5) Business Days after such Suspension Period has begun. The Company shall give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date. The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the notes achieve Investment Grade Status or of any Suspension Period or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Date: (1) the Notes are rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the CompanyIssuers, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of registered under Section 3(a)(62) 15E of the Exchange Act selected by the Company Issuers as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing continuing at all times thereafter and subject to the provisions of the following paragraphSection 4.19(c), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.11 and 5.01(4) hereof (collectively, the “Suspended Covenants”) will be suspended. . (b) During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. . (c) Notwithstanding the foregoing, if the rating assigned to the Notes by either both such rating agency should agencies subsequently decline declines to below Baa3 or and BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted DebtSection 4.09(b). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect prior to, to but not during, the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspendedPeriod. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been required entered pursuant to grant Note Guarantees but Section 4.11(b)(12), for a purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period shall grant Note Guarantees upon prior to such Reversion Date that contain any of the Reversion Date. restrictions contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof, and all Investments made during the Suspension Period will be classified to have been made under clause (11) of the definition of “Permitted Investments.” (d) Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor honor, comply with or otherwise perform any contractual commitments to take actions following a Reversion Date without causing a Default or Event of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. , and none of the Company or any of its Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time based solely on any action taken or event that occurred during the Suspension Period). (e) The Company shall deliver promptly provide an Officer’s Certificate to the Trustee an Officers’ Certificate notifying it of indicating the beginning occurrence of any Suspension Period and or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reversion Date.

Changes in Covenants When Notes Rated Investment Grade. If on any date following the Issue Date: (1) the Notes are rated Baa3 “Baa3” or better by Xxxxx’x and BBB- “BBB-” or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act (registered as such pursuant to Rule 17g-1 under the Exchange Act), selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be Continuingcontinuing, then, beginning on that day and Continuing at all times thereafter and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.14 and 5.01(44.17 and clause (2)(d) hereof (collectively, the “Suspended Covenants”) will of Section 5.01 shall be suspended. During any period that the Suspended Covenants foregoing sections have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof unless the Company’s Board second paragraph of Directors would have been able, under the terms definition of this Indenture, to designate such Subsidiaries as “Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Subsidiary.” Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating agency should subsequently decline to below Baa3 “Baa3” by Xxxxx’x or “BBB-” by S&P, respectivelyrespectively (or if either such agency ceases to rate the Notes, the Suspended Covenants will equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing sections shall be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of time between the suspension of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) of the definition of Permitted Debtdecline. Calculations under the reinstated Section 4.07 hereof will shall be made as if Section 4.07 hereof had been in effect prior to, but not during, since the period that Section 4.07 hereof was suspended as set forth above; provided that any Restricted Payment made during the Suspension Period shall in no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; provided, further, for the sake of clarity, Issue Date except that no Default or Event of Default will shall be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof that section was suspended. For purposes of determining compliance with Section 4.10 hereofNotwithstanding that the suspended sections may be reinstated, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will no Default shall be deemed to be reset have occurred as a result of a failure to zero after the Reversion Date. Subsidiaries that would comply with such suspended sections during any period such sections have been required to grant Note Guarantees but for a Suspension Period shall grant Note Guarantees upon the Reversion Datesuspended. Notwithstanding anything herein to the contrary, the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions following a Reversion Date without causing a Default or Event Table of Default; provided that such contractual commitments were entered into during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Date.Contents

Changes in Covenants When Notes Rated Investment Grade. (a) If on any date following the Issue Effective Date: , (1i) the Notes are rated Baa3 or better by Xxxxx’x have Investment Grade Ratings from both Rating Agencies and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency); and (2ii) no Default or Event of Default shall have has occurred and be Continuing, then, beginning on that day and Continuing at all times thereafter and subject to is continuing under this Indenture (the provisions occurrence of the following paragraph, events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then the covenants listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 4.13, 4.14, 4.15, 4.16, 5.01(a)(4) and 5.01(45.01(a)(5) hereof will not be applicable to the Notes (collectively, the “Suspended Covenants”) will ). Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be suspendedreset to zero. During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to unless such designation would have complied with Section 4.17 hereof unless the Company’s Board of Directors 4.11 as if Section 4.11 would have been able, under in effect during such period. The Guarantees of the terms of this Indenture, Guarantors will be suspended during the Suspension Period. (b) In the event that the Issuer and its Restricted Subsidiaries are not subject to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture. Notwithstanding Indenture for any period of time as a result of the foregoing, if and on any subsequent date (the rating assigned by either such rating agency should subsequently decline to below Baa3 or BBB-, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline (any such date, a “Reversion Date”)) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the suspension of covenants as set forth above Suspension Date and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness incurred ” (including Acquired Debtc) and Disqualified Stock or preferred stock issued during In the Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by clause (2) event of any reinstatement of the definition of Permitted Debt. Calculations under Suspended Covenants on a Reversion Date, (i) with respect to Restricted Payments made after such reinstatement, the reinstated Section 4.07 hereof will amount available to be made as if Restricted Payments will be calculated as though Section 4.07 hereof 4.11 had been in effect prior to, but not during, the period that Section 4.07 hereof was suspended as set forth aboveSuspension Period; provided that any Restricted Payment made (ii) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.10(b)(3); (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.14(b)(8); and (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.15(a)(1) through (3) that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.15(b)(1). (d) During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 4.10 or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period. (e) Notwithstanding that the Suspended Covenants may be reinstated, (1) no event reduce the amount of Restricted Payments permitted by Section 4.07(a) below zero; providedDefault, further, for the sake of clarity, that no Default or Event of Default or breach of any kind will be deemed to exist or have occurred solely as a result of any failure by reason of a Restricted Payment made while Section 4.07 hereof was suspended. For purposes of determining compliance the Issuer or any Subsidiary to comply with Section 4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof will be deemed to be reset to zero after the Reversion Date. Subsidiaries that would have been required to grant Note Guarantees but for a Suspended Covenants during any Suspension Period shall grant Note Guarantees (or upon termination of the Reversion Date. Notwithstanding anything herein to Suspension Period or after that time arising out of actions taken or events that occurred during the contrarySuspension Period), the Company and the Company’s Restricted Subsidiaries may honor any contractual commitments to take actions (2) following a Reversion Date the Issuer and any Subsidiary will be permitted, without causing a Default, Event of Default or Event breach of Default; provided that such any kind, to honor, comply with or otherwise perform any contractual commitments were entered into or obligations arising prior to such Reversion Date and to consummate the transactions contemplated thereby, and shall have no liability for any actions taken or events that occurred during the Suspension Period and not in contemplation of a reversion of the Suspended Covenants. The Company shall deliver promptly Period, or for any actions taken or events occurring at any time pursuant to the Trustee an Officers’ Certificate notifying it of the beginning of any Suspension Period and any Reversion Datesuch commitment or obligation.