Indenture with respect to the 12 1/2% Senior Surbordinated Notes due 2015



 Exhibit 4.4 
  

HAWAIIAN TELCOM COMMUNICATIONS, INC. 
  
 12 1/2% Senior
Subordinated Notes due 2015 
  

  
 INDENTURE 
  
 Dated as of May 2, 2005 
  

  
 U.S. BANK NATIONAL ASSOCIATION, 
  
 as Trustee 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE 1	  	 
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 
			
	 SECTION 1.01.
	  	Definitions	  	1
	 SECTION 1.02.
	  	Other Definitions	  	29
	 SECTION 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	29
	 SECTION 1.04.
	  	Rules of Construction	  	30
		
	ARTICLE 2	  	 
		
	THE SECURITIES	  	 
			
	 SECTION 2.01.
	  	Amount of Securities; Issuable in Series	  	30
	 SECTION 2.02.
	  	Form and Dating	  	32
	 SECTION 2.03.
	  	Execution and Authentication	  	32
	 SECTION 2.04.
	  	Registrar and Paying Agent	  	32
	 SECTION 2.05.
	  	Paying Agent To Hold Money in Trust	  	33
	 SECTION 2.06.
	  	Holder Lists	  	33
	 SECTION 2.07.
	  	Transfer and Exchange	  	33
	 SECTION 2.08.
	  	Replacement Securities	  	34
	 SECTION 2.09.
	  	Outstanding Securities	  	35
	 SECTION 2.10.
	  	Temporary Securities	  	35
	 SECTION 2.11.
	  	Cancellation	  	35
	 SECTION 2.12.
	  	Defaulted Interest	  	36
	 SECTION 2.13.
	  	CUSIP and ISIN Numbers	  	36
		
	ARTICLE 3	  	 
		
	REDEMPTION	  	 
			
	 SECTION 3.01.
	  	Notices to Trustee	  	36
	 SECTION 3.02.
	  	Selection of Securities To Be Redeemed	  	36
	 SECTION 3.03.
	  	Notice of Redemption	  	37
	 SECTION 3.04.
	  	Effect of Notice of Redemption	  	37
	 SECTION 3.05.
	  	Deposit of Redemption Price	  	38
	 SECTION 3.06.
	  	Securities Redeemed in Part	  	38
		
	ARTICLE 4	  	 
		
	COVENANTS	  	 
			
	 SECTION 4.01.
	  	Payment of Securities	  	38

  

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	 	  	 	  	Page


	 SECTION 4.02.
	  	SEC Reports	  	38
	 SECTION 4.03.
	  	Limitation on Indebtedness	  	40
	 SECTION 4.04.
	  	Limitation on Restricted Payments	  	43
	 SECTION 4.05.
	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	48
	 SECTION 4.06.
	  	Limitation on Sales of Assets and Subsidiary Stock	  	50
	 SECTION 4.07.
	  	Limitation on Transactions with Affiliates	  	53
	 SECTION 4.08.
	  	Change of Control	  	55
	 SECTION 4.09.
	  	Compliance Certificate	  	56
	 SECTION 4.10.
	  	Further Instruments and Acts	  	57
	 SECTION 4.11.
	  	Future Subsidiary Note Guarantors	  	57
	 SECTION 4.12.
	  	Limitation on Lines of Business	  	57
	 SECTION 4.13.
	  	Additional Interest	  	57
	 SECTION 4.14.
	  	Limitation on Liens	  	57
		
	ARTICLE 5	  	 
		
	SUCCESSOR COMPANY	  	 
			
	 SECTION 5.01.
	  	Successor Company	  	58
		
	ARTICLE 6	  	 
		
	DEFAULTS AND REMEDIES	  	 
			
	 SECTION 6.01.
	  	Events of Default	  	59
	 SECTION 6.02.
	  	Acceleration	  	61
	 SECTION 6.03.
	  	Other Remedies	  	61
	 SECTION 6.04.
	  	Waiver of Past Defaults	  	62
	 SECTION 6.05.
	  	Control by Majority	  	62
	 SECTION 6.06.
	  	Limitation on Suits	  	62
	 SECTION 6.07.
	  	Rights of Holders To Receive Payment	  	62
	 SECTION 6.08.
	  	Collection Suit by Trustee	  	63
	 SECTION 6.09.
	  	Trustee May File Proofs of Claim	  	63
	 SECTION 6.10.
	  	Priorities	  	63
	 SECTION 6.11.
	  	Undertaking for Costs	  	64
	 SECTION 6.12.
	  	Waiver of Stay or Extension Laws	  	64
		
	ARTICLE 7	  	 
		
	TRUSTEE	  	 
			
	 SECTION 7.01.
	  	Duties of Trustee	  	64
	 SECTION 7.02.
	  	Rights of Trustee	  	65
	 SECTION 7.03.
	  	Individual Rights of Trustee	  	66
	 SECTION 7.04.
	  	Trustee’s Disclaimer	  	66

  

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	 SECTION 7.05.
	  	Notice of Defaults	  	67
	 SECTION 7.06.
	  	Reports by Trustee to Holders	  	67
	 SECTION 7.07.
	  	Compensation and Indemnity	  	67
	 SECTION 7.08.
	  	Replacement of Trustee	  	68
	 SECTION 7.09.
	  	Successor Trustee by Merger	  	69
	 SECTION 7.10.
	  	Eligibility; Disqualification	  	69
	 SECTION 7.11.
	  	Preferential Collection of Claims Against Issuers	  	69
		
	ARTICLE 8	  	 
		
	DISCHARGE OF INDENTURE; DEFEASANCE	  	 
			
	 SECTION 8.01.
	  	Discharge of Liability on Securities; Defeasance	  	70
	 SECTION 8.02.
	  	Conditions to Defeasance	  	71
	 SECTION 8.03.
	  	Application of Trust Money	  	72
	 SECTION 8.04.
	  	Repayment to Issuers	  	72
	 SECTION 8.05.
	  	Indemnity for Government Obligations	  	72
	 SECTION 8.06.
	  	Reinstatement	  	73
		
	ARTICLE 9	  	 
		
	AMENDMENTS	  	 
			
	 SECTION 9.01.
	  	Without Consent of Holders	  	73
	 SECTION 9.02.
	  	With Consent of Holders	  	74
	 SECTION 9.03.
	  	Compliance with Trust Indenture Act	  	75
	 SECTION 9.04.
	  	Revocation and Effect of Consents and Waivers	  	75
	 SECTION 9.05.
	  	Notation on or Exchange of Securities	  	76
	 SECTION 9.06.
	  	Trustee To Sign Amendments	  	76
	 SECTION 9.07.
	  	Payment for Consent	  	76
		
	ARTICLE 10	  	 
		
	SUBORDINATION	  	 
			
	 SECTION 10.01.
	  	Agreement To Subordinate	  	76
	 SECTION 10.02.
	  	Liquidation, Dissolution, Bankruptcy	  	77
	 SECTION 10.03.
	  	Default on Senior Indebtedness	  	77
	 SECTION 10.04.
	  	Acceleration of Payment of Securities	  	78
	 SECTION 10.05.
	  	When Distribution Must Be Paid Over	  	78
	 SECTION 10.06.
	  	Subrogation	  	78
	 SECTION 10.07.
	  	Relative Rights	  	78
	 SECTION 10.08.
	  	Subordination May Not Be Impaired by Either Issuer	  	79
	 SECTION 10.09.
	  	Rights of Trustee and Paying Agent	  	79
	 SECTION 10.10.
	  	Distribution or Notice to Representative	  	79

  

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	 	  	 	  	Page


	 SECTION 10.11.
	  	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate	  	79
	 SECTION 10.12.
	  	Trust Monies Not Subordinated	  	79
	 SECTION 10.13.
	  	Trustee Entitled To Rely	  	79
	 SECTION 10.14.
	  	Trustee To Effectuate Subordination	  	80
	 SECTION 10.15.
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	80
	 SECTION 10.16.
	  	Reliance by Holders of Senior Indebtedness on Subordination Provisions	  	80
		
	ARTICLE 11	  	 
		
	SUBSIDIARY GUARANTEES	  	 
			
	 SECTION 11.01.
	  	Subsidiary Guarantees	  	81
	 SECTION 11.02.
	  	Limitation on Liability	  	83
	 SECTION 11.03.
	  	Successors and Assigns	  	84
	 SECTION 11.04.
	  	No Waiver	  	84
	 SECTION 11.05.
	  	Modification	  	84
	 SECTION 11.06.
	  	Execution of Supplemental Indenture for Future Subsidiary Guarantors	  	84
	 SECTION 11.07.
	  	Non-Impairment	  	84
		
	ARTICLE 12	  	 
		
	SUBORDINATION OF THE SUBSIDIARY GUARANTEES	  	 
			
	 SECTION 12.01.
	  	Agreement To Subordinate	  	85
	 SECTION 12.02.
	  	Liquidation, Dissolution, Bankruptcy	  	85
	 SECTION 12.03.
	  	Default on Designated Senior Indebtedness of a Subsidiary Guarantor	  	85
	 SECTION 12.04.
	  	Demand for Payment	  	86
	 SECTION 12.05.
	  	When Distribution Must Be Paid Over	  	87
	 SECTION 12.06.
	  	Subrogation	  	87
	 SECTION 12.07.
	  	Relative Rights	  	87
	 SECTION 12.08.
	  	Subordination May Not Be Impaired by a Subsidiary Guarantor	  	87
	 SECTION 12.09.
	  	Rights of Trustee and Paying Agent	  	87
	 SECTION 12.10.
	  	Distribution or Notice to Representative	  	88
	 SECTION 12.11.
	  	Article 12 Not To Prevent Events of Default or Limit Right To Accelerate	  	88
	 SECTION 12.12.
	  	Trustee Entitled To Rely	  	88
	 SECTION 12.13.
	  	Trustee To Effectuate Subordination	  	88
	 SECTION 12.14.
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness of a Subsidiary Guarantor	  	89
	 SECTION 12.15.
	  	Reliance by Holders of Senior Indebtedness of a Subsidiary Guarantor on Subordination Provisions	  	89
	 SECTION 12.16.
	  	Defeasance	  	89

  

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	ARTICLE 13	  	 
		
	MISCELLANEOUS	  	 
			
	 SECTION 13.01.
	  	Trust Indenture Act Controls	  	89
	 SECTION 13.02.
	  	Notices	  	89
	 SECTION 13.03.
	  	Communication by Holders with Other Holders	  	90
	 SECTION 13.04.
	  	Certificate and Opinion as to Conditions Precedent	  	90
	 SECTION 13.05.
	  	Statements Required in Certificate or Opinion	  	91
	 SECTION 13.06.
	  	When Securities Disregarded	  	91
	 SECTION 13.07.
	  	Rules by Trustee, Paying Agent and Registrar	  	91
	 SECTION 13.08.
	  	Legal Holidays	  	91
	 SECTION 13.09.
	  	GOVERNING LAW	  	92
	 SECTION 13.10.
	  	No Recourse Against Others	  	92
	 SECTION 13.11.
	  	Successors	  	92
	 SECTION 13.12.
	  	Multiple Originals	  	92
	 SECTION 13.13.
	  	Table of Contents; Headings	  	92

  

					
	 Appendix A
	  	-	  	Provisions Relating to Original Securities, Additional Securities and Exchange Securities
	 Exhibit A
	  	-	  	Form of Initial Security
	 Exhibit B
	  	-	  	Form of Exchange Security
	 Exhibit C
	  	-	  	Form of Supplemental Indenture

  

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 INDENTURE dated as of May 2, 2005, among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware
corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and the Subsidiary Guarantors party hereto. 
  
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of
(a) the Company’s 12 1/2% Senior Subordinated Notes due 2015 issued on the date hereof (the “Original Securities”), (b) any Additional Securities (as defined herein) that may be issued on any Issue Date (all such Securities
in clauses (a) and (b) being referred to collectively as the “Initial Securities”) and (c) if and when issued as provided in a Registration Agreement (as defined in Appendix A hereto (the “Appendix”)), the
Company’s 12 1/2 % Senior Subordinated Notes due 2015 issued in a Registered Exchange Offer in exchange for any Initial Securities (the “Exchange Securities”) (together with the Initial Securities and any Exchange Securities
issued hereunder, the “Securities”). Securities in an aggregate principal amount of $150,000,000 will be initially issued on the date hereof. Subject to the conditions and in compliance with the covenants set forth herein, the Company may
issue an unlimited aggregate principal amount Additional Securities from time to time. 
  
 ARTICLE 1 
  
 Definitions and
Incorporation by Reference 
  
 SECTION 1.01.
Definitions 
  
 “Acquisition” means the
acquisition by the Company of the Hawaii Business as defined in and on the terms described in the Offering Memorandum. 
  
 “Acquisition Date” means the date of the consummation of the Acquisition on the terms described in the Offering Memorandum. 
  
 “Acquisition Documents” means the Merger Agreement and any other
document entered into in connection therewith, in each case as amended, supplemented or modified from time to time. 
  
 “Additional Assets” means (a) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Permitted Business; (b) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (c) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that any such Restricted Subsidiary described in clauses (b) or (c) above is primarily engaged in a Permitted
Business. 
  
 “additional interest” means any additional
interest payable under a Registration Agreement. 









 “Additional Securities” means any 12 1/2% Senior Subordinated Notes issued under the terms of
this Indenture subsequent to the Closing Date. 
  
 “Additional Senior Notes” means any Senior Notes issued under the terms of the Senior Note Indenture subsequent to the Closing Date. 
  
 “Adjusted EBITDA” for any period means the Consolidated Net Income for such period, plus, without duplication, the following to the extent
deducted in calculating such Consolidated Net Income: (a) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital, (b) Consolidated Interest Expense, (c) depreciation expense,
amortization expense (including but not limited to amortization of intangibles and amortization and write-off of financing costs, but excluding amortization expense attributable to a prepaid cash item that was paid in a prior period) and any
non-cash impairment charges related to goodwill, other intangibles or assets, (d) customary fees and expenses of the Company and its Consolidated Restricted Subsidiaries payable in connection with any Qualified Equity Offering, the Incurrence
of Indebtedness permitted pursuant to Section 4.03 or any acquisition permitted under this Indenture, (e) all other non-cash charges of the Company and its Consolidated Restricted Subsidiaries (excluding any such non-cash charge to the
extent it represents an accrual or reserve for cash expenditures in any future period) less all non-cash items of income of the Company and its Consolidated Restricted Subsidiaries, (f) the amount of any minority interest expense deducted in
calculating Consolidated Net Income, (g) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, (h) non-cash pension and other post-employment benefit expense, (i) solely for the
purposes of calculating the “Consolidated Leverage Ratio,” Acquisition transaction related and start-up costs (including, without limitation, such costs incurred pursuant to the Transition Services Agreement described in the Offering
Circular) incurred in the first eighteen months after the Issue Date, (j) any reduction of consolidated GAAP revenue related to the Customer Appreciation Bill Credit of the Company and its Restricted Subsidiaries to the extent reimbursed (or
scheduled to be reimbursed) by Verizon or its Affiliates, (k) any non-cash decrease or increase in consolidated GAAP revenue resulting from purchase accounting in connection with the Acquisition or any acquisitions permitted hereunder,
(l) any reduction or increase in consolidated GAAP revenue from out of period billing adjustments to the extent related to a period prior to the Closing Date, and (m) payment of fees under the Management Agreement. Notwithstanding the
foregoing, for purposes of calculating the amount available for Restricted Payments pursuant to Section 4.04(a)(3) the provision for taxes based on the income or profits of, the rental expense of, the fees and expenses of, the depreciation and
amortization of, and other non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Adjusted EBITDA only to the extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders. 
  

 -2- 








 “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Affiliate Transaction” means any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company involving aggregate consideration in excess of $5 million. 
  
 “Asset Disposition” means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary outside its ordinary course of business, including any disposition by means of a merger, consolidation, or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by
a Person other than the Company or a Restricted Subsidiary), (b) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary or (c) any other assets of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary (other than, in the case of (a), (b) and (c) above, (i) a disposition of property or assets, or the issuance of securities, by a
Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary, (ii) for purposes of Section 4.06 only, a Restricted Payment or Permitted Investment permitted by Section 4.04, (iii) a
disposition of assets or issuance or sale of Capital Stock of any Restricted Subsidiary with a Fair Market Value of less than $7.5 million, (iv) the sale of Capital Stock in, or Indebtedness or other securities, of an Unrestricted Subsidiary,
(v) the sale or other disposition of cash or Temporary Cash Investments or obsolete or worn out equipment in the ordinary course of business, (vi) the disposition of all or substantially all of the assets of the Company in a manner
permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control, (vii) any exchange of assets for assets related to a Permitted Business of comparable or greater market value, as determined in good faith by the
Company, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $5.0 million shall be evidenced by an Officers’ Certificate, and (2) $10.0 million shall be set forth in a resolution approved in good
faith by at least a majority of the Board of Directors of the Company, (viii) foreclosure on assets of the Company or any Restricted Subsidiary, (ix) the lease, assignment or sublease of any real or personal property, (x) a sale of
accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions, (xi) a transfer of
accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing, (xii) the grant
of any licenses of patents, trademarks, know-how and any other intellectual property, and (xiii) the sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property. 
  

 -3- 








 “Average Life” means, as of the date of determination, with respect to any indebtedness or
Preferred Stock, the quotient obtained by dividing: (a) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or
similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (b) the sum of all such payments. 
  
 “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Subsidiary Guarantor
whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. It is understood and agreed that
Refinancing Indebtedness in respect of the Credit Agreement may be Incurred from time to time after termination of the Credit Agreement and may be in the form of debt securities. 
  
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that
such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns”
and “Beneficially Owned” have a corresponding meaning. 
  
 “Board of Directors” means as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such
Person) or any duly authorized committee thereof. 
  
 “Business Day” means each day which is not a Legal Holiday. 
  
 “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible into such equity. 
  
 “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
  

 -4- 








 “Change of Control” means the occurrence of any of the following events: 
  
 (a) the sale or transfer, in one or a series of related
transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person other than any of the Permitted Holders; 
  
 (b) the adoption of a plan relating to the liquidation or dissolution of the Company; 
  
 (c) the Company becomes aware (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in
a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total
voting power of the Voting Stock of the Company; or 
  
 (d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 
  
 “Closing Date” means May 2, 2005, the date of original issuance of the Securities. 
  
 “Code” means the Internal Revenue Code of 1986, as amended.

  
 “Commodity Hedging Agreement” means any forward
contract, swap, option, hedge or other similar financial agreement or arrangement designed to protect against fluctuations in commodity prices. 
  
 “Company” has the meaning assigned to it in the preamble. 
  
 “Consolidated Current Liabilities” as of the date of determination means the aggregate amount of liabilities of
the Company and its Consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), on a Consolidated basis, after eliminating: 
  
 (1) all intercompany items between the Company and any
Restricted Subsidiary and 
  
 (2) all current
maturities of long-term Indebtedness, all as determined in accordance with GAAP consistently applied. 
  
 “Consolidated Interest Expense” means, with respect to any person for any period, the sum, without duplication, of (a) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated 

  

 -5- 








 
Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if
any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees); (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; (c) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than the Company and its Restricted Subsidiaries;
and (d) less interest income for such period. 
  
 “Consolidated Leverage Ratio” as of any date of determination means the ratio of: (a) the Total Consolidated Indebtedness as of the date of determination (the “Determination Date”) to (b) the aggregate amount
of Adjusted EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the Determination Date (the “Measurement Period”). 
  
 Notwithstanding the foregoing, solely for purposes of calculating the Consolidated Leverage Ratio, (i) for any
Measurement Period ending prior to the earlier of (x) the beginning of the first quarter following the date which is 15 months after the Closing Date and (y) the beginning of the first quarter following the date on which the Company has
substantially ceased receiving transition services from Verizon and its Affiliates pursuant to the Transition Services Agreement described in the Offering Circular (the beginning of such first fiscal quarter following such earlier date, the
“Cut-Off Date”), “Adjusted EBITDA” will equal Adjusted EBITDA for the latest fiscal quarter for which financial statements are publicly available times four and (ii) for any Measurement Period ending after the Cut-Off Date,
“Adjusted EBITDA” will equal (x) in the case of the first fiscal quarter ending after the Cut-Off Date, four times Adjusted EBITDA for such fiscal quarter, (y) in the case of the second fiscal quarter ending after the Cut-Off
Date, two times the sum of Adjusted EBITDA for such fiscal quarter and the preceding fiscal quarter and (z) in the case of the third fiscal quarter ending after the Cut-Off Date, four-thirds times the sum of Adjusted EBITDA for such fiscal
quarter and the preceding two fiscal quarters. 
  
 For purposes of
calculating Adjusted EBITDA for the Measurement Period immediately prior to the relevant Determination Date: (i) any Person that is a Restricted Subsidiary on the Determination Date (or would become a Restricted Subsidiary on such Determination
Date in connection with the transaction that requires the determination of such Adjusted EBITDA) shall be deemed to have been a Restricted Subsidiary at all times during such Measurement Period, (ii) any Person that is not a Restricted
Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Adjusted EBITDA) shall be deemed not to have been a Restricted
Subsidiary at any time during such Measurement Period, and (iii) if the Company or any Restricted Subsidiary shall have in any manner (x) acquired (through an acquisition or the commencement of activities constituting such operating
business) or (y) disposed of (by an Asset Disposition or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such period and on or prior
to such Determination Date, such calculation shall be made on a 

  

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pro forma basis in accordance with GAAP as if all such transactions had been consummated prior to the first day of such Measurement Period (it being
understood that in calculating Adjusted EBITDA, the exclusions set forth in clauses (a) through (d) of the definition of Consolidated Net Income shall apply to a Person which has been acquired as if it were a Restricted Subsidiary). For
purposes of this definition, whenever pro forma effect is to be given, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. Any such pro forma
calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably
expected to result from any acquisition, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted
EBITDA” as set forth in “Unaudited Pro Forma Financial Data” in this Offering Circular to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 
  
 “Consolidated Net Income” means, for any period, the net income of
the Company and its Consolidated Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income: 
  
 (a) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary,
except that: (i) subject to the limitations contained in clause (d) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted Subsidiary, to the limitations
contained in clause (c) below) and (ii) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income; 
  
 (b) any net income (or loss) of any Person acquired by the
Company or a Subsidiary of the Company in a pooling of interests transaction for any period prior to the date of such acquisition; 
  

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 (c) solely for the purpose of determining the amount available for Restricted Payments
under Section 4.04(a)(3), any net income (or loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to the Company, except that: (i) subject to the limitations contained in clause (d) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included
in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution made to another Restricted Subsidiary, to the limitation contained in this clause) and (ii) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income; 
  
 (d)
any gain or loss realized upon the sale or other disposition of any asset of the Company or its Consolidated Subsidiaries that is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or
other disposition of any Capital Stock of any Person; 
  
 (e) any non-cash SFAS 133 income (or loss) related to hedging activities; 
  
 (f) any income (or loss) from discontinued operations; 
  
 (g) any extraordinary, unusual, nonoperating or nonrecurring gain, loss or charge; 
  
 (h) the cumulative effect of a change in accounting
principles; 
  
 (i) all deferred financing costs
written off, premiums paid and other net gains or losses in connection with any early extinguishment of Indebtedness; 
  
 (j) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards Nos. 142 and 144 and the
amortization of intangibles arising pursuant to No. 141 shall be excluded; 
  
 (k) accruals and reserves that are established within twelve months after the Closing Date and that are so required to be established in
accordance with GAAP shall be excluded; provided that any such accruals or reserves paid in cash shall be deducted from Consolidated Net Income for the period in which paid unless excluded pursuant to another clause of this definition;

  
 (l) any non-cash expense related to recording
of the fair market value of Interest Rate/Currency Agreements and Commodity Agreements in each case entered into in the ordinary course of business and not for speculative purposes; and 
  

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 (m) unrealized gains and losses relating to hedging transactions and mark-to-market of
Indebtedness denominated in foreign currencies resulting from the applications of FAS 52 shall be excluded. 
  
 Notwithstanding the foregoing, for the purposes of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from
Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such Section pursuant to clause (a)(iv)(3)(D) thereof. 

 
 “Consolidated Net Tangible Assets” as of any date of
determination, means the total amount of assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) which would appear on a consolidated balance sheet
of the Company and its Consolidated Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent
otherwise included, the amounts of: 
  
 (1)
minority interests in consolidated Subsidiaries held by Persons other than the Company or a Restricted Subsidiary; 
  
 (2) excess of cost over fair value of assets of businesses acquired, as determined in good faith by the Governing Board of the Company;

  
 (3) any revaluation or other write-up in book
value of assets subsequent to the Closing Date as a result of a change in the method of valuation in accordance with GAAP consistently applied; 
  
 (4) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade
names, copyrights, licenses, organization or developmental expenses and other intangible items; 
  
 (5) treasury stock; 
  
 (6) cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital
Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and 
  
 (7) Investments in and assets of Unrestricted Subsidiaries. 
  
 “Consolidation” means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the
Company in accordance with GAAP consistently applied; provided, however, that “Consolidation” shall not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in an Unrestricted Subsidiary shall be accounted for as an investment. The term “Consolidated” has a correlative meaning. 
  

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 “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent: 
  
 (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, 
  
 (2) to advance or supply funds: 
  
 (a) for the purchase or payment of any such primary obligation; or 
  
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor; or 
  
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect
thereof. 
  
 “Continuing Directors” means, as of any
date of determination, any member of the Board of Directors of the Company who: 
  
 (1) was a member of such Board of Directors on the date of the indenture; 
  
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such nomination or election; or 
  
 (3) was elected to such Board of Directors by or with the approval of Permitted Holders holding, directly or indirectly, more than 50% of
the total voting power of the Voting Stock of the Company. 
  
 “Contribution Indebtedness” means Indebtedness of the Company or any Subsidiary Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions and
contributions the proceeds of which are used to make an Investment pursuant to clause (j) of the definition of “Permitted Investment”) made to the capital of the Company or such Subsidiary Guarantor after the Closing Date;
provided that such Contribution Indebtedness (a) is Incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the
Incurrence date thereof. 
  
 “Corporate Trust Office”
means the office at which the trust administered by this Indenture is administered, which office at the date hereof is located at 225 Asylum Street, 23rd Floor, Hartford, CT 06103, attention: Corporate Trust Services. 
  

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 “Credit Agreement” means (a) the credit agreement dated as of the Closing Date, as
amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced (including through the issuance of debt securities), restructured, or otherwise modified from time to
time, among Parent, the Company, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers, J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., and Lehman
Brothers Inc., as Joint Bookrunners, Goldman Sachs Credit Partners L.P., as Syndication Agent, and Lehman Commercial Paper Inc., as Documentation Agent, and (b) one or more debt facilities, commercial paper facilities or sales of debt
securities, in each case, with banks, other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced in whole or in part
from time to time. 
  
 “Currency Agreement” means with
respect to any Person any foreign exchange contract, currency swap agreements or other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

  
 “Designated Non-cash Consideration” means the Fair
Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate,
setting forth the basis of such valuation, less the amount of Temporary Cash Investments received in connection with a subsequent sale of such Designated Non-cash Consideration. 
  
 “Designated Preferred Stock” means Preferred Stock of the Company or Parent, as applicable (other than
Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred
Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.04(a)(3)(B). 
  
 “Designated Senior Indebtedness” of the Company means (a) the Bank Indebtedness and the Senior Notes and
(b) any other Senior Indebtedness of the Company that, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to at least $25.0
million and is specifically designated by the Company in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this Indenture. 
  
 “Disqualified Stock” means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable 

  

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or exercisable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(b) is convertible or exchangeable for indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary; provided, however, that any such
conversion or exchange shall be deemed an Incurrence of indebtedness or Disqualified Stock, as applicable) or (c) is redeemable at the option of the holder thereof, in whole or in part, in the case of each of clauses (a), (b) and
(c) on or prior to the 91st day after the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to
require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day after the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of Sections 4.06 and 4.08; provided,
further, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to the 91st day after the Stated Maturity of the Senior Subordinated Notes shall be deemed to be Disqualified Stock; provided,
further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided,
further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

  
 “Domestic Subsidiary” means any Restricted
Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Excluded Contributions” means the net cash proceeds received by the Company after the Closing Date from:

  
 (1) contributions to its common equity
capital, and 
  
 (2) the sale (other than to a
Subsidiary of the Company or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

  
 in each case designated as Excluded Contributions pursuant to an
Officers’ Certificate executed by an Officer of the Company, the cash proceeds of which are excluded from the calculation set forth in Section 4.04(a)(3)(B). 
  

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 “Fair Market Value” means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. For all purposes of this Indenture, Fair
Market Value will be determined in good faith by the Governing Board of the Company, whose determination will be conclusive. 
  
 “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including those set
forth in: (a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) statements and pronouncements of the Financial Accounting Standards Board, (c) such other
statements by such other entities as approved by a significant segment of the accounting profession and (d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All ratios and
computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. 
  
 “Governing Board” of the Company or any other Person means, (i) the managing member or members or any controlling committee of members of
the Company or such Person, for so long as the Company or such Person is a limited liability company, (ii) the board of directors of the Company or such Person, if the Company or such Person is a corporation or (iii) any similar governing
body. 
  
 “Guarantee” means any obligation, contingent
or otherwise, of any Person guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation. 
  
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate/Currency Agreement or Currency Agreement.

  
 “Holder” means the Person in whose name a Security
is registered on the Registrar’s books. 
  
 “Incur”
means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall 

  

 -13- 








 
be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative
meaning. The accretion of principal of a non-interest bearing or other discount security shall be deemed the Incurrence of Indebtedness. 
  
 “Indebtedness” means, with respect to any Person on any date of determination, without duplication: 
  
 (1) (a) the principal of and premium (if any) in
respect of indebtedness of such Person for borrowed money; 
  
 (b) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 
  
 (c) all obligations of such Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto); 
  
 (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking
delivery and title thereto or the completion of such services; and 
  
 (e) all Capitalized Lease Obligations of such Person; 
  
 (2) to the extent not otherwise included, the amount of all obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock and Designated Preferred Stock (but excluding any accrued dividends); 
  
 (3) to the extent not otherwise included, all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of: (i) the Fair Market Value of such asset at such date of determination and (ii) the amount
of such indebtedness of such other Persons; 
  
 (4) to the extent not otherwise included, Hedging Obligations of such Person; 
  
 (5) to the extent not otherwise included, with respect to the Company and its Restricted Subsidiaries, the amount then outstanding
(i.e., advanced, and received by, and available for use by, the Company or any of its Restricted Subsidiaries) under any Receivables Financing; and 
  
 (6) to the extent not otherwise included, all obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 
  
 in each case, if and to the extent that any of the foregoing indebtedness (other than letters
of credit) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such 

  

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Person prepared in accordance with GAAP; provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to
satisfy warranty or other unperformed obligations of the respective seller; or (4) Obligations under or in respect of Qualified Receivables Financing. The amount of any Disqualified Stock or Preferred Stock that does not have a fixed
redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were redeemed, repaid or repurchased on any date on which the
amount of such Disqualified Stock or Preferred Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock or Preferred Stock could not be required to be redeemed, repaid or repurchased at
the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock or Preferred Stock as reflected on the most recent financial statements of such Person. 
  
 “Indenture” means this Indenture as amended or supplemented from
time to time. 
  
 “Independent Financial Advisor” means
an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business, in each case of nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for
which it has been engaged. 
  
 “Interest Rate/Currency
Agreement” means with respect to any Person (a) any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, (b) agreements entered into for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges and (c) other similar agreement or arrangement to which such
Person is party or of which it is a beneficiary. 
  
 “Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business or other extension of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04, (a) “Investment” shall include the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: (1) the Company’s “Investment” in such
Subsidiary at the time of such redesignation less (2) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and
(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. 
  

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 “Issue Date”, with respect to any Initial Securities, means the date on which such Initial
Securities are originally issued. 
  
 “Lien” means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  
 “Management Agreement” means the management agreement with the Sponsor, its affiliates or designees as in effect
on the Closing Date on the terms described in the Offering Circular or pursuant to any amendment, restatement or replacement thereof to the extent that the terms of any such amendment, restatement or replacement are not, taken as a whole,
disadvantageous to the holders of the Securities in any material respect. 
  
 “Management Group” means the group of individuals consisting of the directors, executive officers and other management personnel of the Company or Parent on the Closing Date together with (1) each new
director elected to such Board of Directors by, or with the approval of, Permitted Holders holding, directly or indirectly, more than 50% of the total voting power of the Voting Stock of the Company or whose nomination for such election was approved
by a vote of a majority of the directors on such Board of Directors and (2) executive officers and other management personnel of the Company or Parent hired at a time when the directors that are members of the Management Group constitute a
majority of the directors of the Company or Parent. 
  
 “Merger Agreement” means the Agreement of Merger, dated as of May 21, 2004, among the Company, the Parent, GTE Corporation and Verizon HoldCo LLC (together, “Verizon”), as amended, supplemented or modified from time
to time. 
  
 “Net Available Cash” from an Asset
Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of indebtedness or other obligations relating to the properties or assets that are the subject
of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of: (a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and
local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition, (b) all payments made on any indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such
Asset Disposition, (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition and (d) appropriate amounts to be provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition. 
  

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 “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock, means the cash
proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and
other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Securities shall not include fees or indemnifications in favor of the Trustee and other third parties other than the
holders of the Securities. 
  
 “Offering Circular” means
the offering circular relating to the issuance of the Original Securities dated April 27, 2005. 
  
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company. “Officer” of a Subsidiary Guarantor has a correlative meaning. 
  
 “Officers’ Certificate” means a certificate signed by two Officers. 
  
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may
be an employee of or counsel to the Company, a Subsidiary Guarantor or the Trustee. 
  
 “Parent” means any direct or indirect parent company of the Company. 
  
 “Permitted Business” means any business engaged in by the Company or any Restricted Subsidiary on the Closing Date and any Related Business.

  
 “Permitted Holders” means each of (a) the
Sponsor and its Affiliates, (b) the Management Group if at such time the Management Group owns not more than 35% of the then outstanding total voting power of the Capital Stock of Parent or any direct or indirect parent company of Parent,
(c) each Person or group whose acquisition of beneficial ownership of voting power of Voting Stock of the Company results in a Change of Control Offer being made in accordance with this Indenture or the Senior Notes Indenture will thereafter,
together with its Affiliates constitute a Permitted Holder, and (d) any Person acting in the capacity of an underwriter or initial purchaser in connection with a public or private offering of Parent’s or the Company’s Capital Stock.

  
 “Permitted Investment” means an Investment by the
Company or any Restricted Subsidiary in: (a) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; (b) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; (c) Temporary Cash 

  

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Investments; (d) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;
(e) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (f) loans
or advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary and not exceeding $10.0 million in the aggregate outstanding at any one time; (g) stock, obligations or
securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; (h) any Person to the extent such Investment represents the non-cash
portion of the consideration received in connection with an Asset Disposition that was made pursuant to and in compliance with Section 4.06 or any other disposition of assets not constituting an Asset Disposition; (i) Interest
Rate/Currency Agreements and Commodity Hedging Agreements permitted under Section 4.03(b)(vi); (j) any Person; provided, however, that the payment for such Investments consists solely of Net Cash Proceeds from either the sale
of Capital Stock of the Company (other than Disqualified Stock, Designated Preferred Stock and Excluded Contributions) or Parent or cash common equity contributions to the Company; provided, however, that such Net Cash Proceeds or
equity contributions will be excluded from the calculation of amounts under Section 4.04(a)(3)(B); (k) a Receivables Subsidiary or any other Person by a Receivables Subsidiary in connection with a Qualified Receivables Financing, including
Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the
form of a Purchase Money Note, contribution of additional receivables or an equity interest; (l) a Permitted Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (l), not to exceed 2.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
provided, however, that if any Investment pursuant to this clause (l) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (l) for so long as such Person continues to be a
Restricted Subsidiary; (m) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 4.07(b) (except transactions described in clauses (i), (iv) and (xii) of such
Section 4.07(b)); (n) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (o) guarantees issued in accordance with Section 4.03 and Section 4.11;
(p) purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; (q) Investments of a Restricted
Subsidiary of the Company acquired after the Closing Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by Section 5.01 after the Closing Date
to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or 

  

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consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (r) any Investment existing on the Closing
Date; (s) any Investment acquired by the Company or any of its Restricted Subsidiaries (i) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result
of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (ii) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in default; or (t) any Person having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (t), not to exceed 3.0% of
Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value). 
  
 “Permitted Junior Securities” shall mean unsecured debt or equity securities of the Company or any Guarantor or
any successor corporation issued pursuant to a plan of reorganization or readjustment of the Company or any Guarantor, as applicable, that are subordinated to the payment of all then outstanding Senior Indebtedness of the Company or any Guarantor,
as applicable, at least to the same extent that the fixed rate notes are subordinated to the payment of all Senior Indebtedness of the Company or any Guarantor, as applicable, on the Closing Date, so long as to the extent that any Senior
Indebtedness of the Company or any Guarantor, as applicable, outstanding on the date of consummation of any such plan of reorganization or readjustment is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid
in full in cash have consented to the terms of such plan of reorganization or readjustment. 
  
 “Permitted Liens” means, with respect to any Person: 
  
 (1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

 
 (2) Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person
shall then be proceeding with an appeal or other proceedings for review; 
  
 (3) Liens for property taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 

 

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 (4) Liens in favor of issuers of performance and surety bonds or letters of credit issued
pursuant to the request of and for the account of such Person in the ordinary course of its business; 
  
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
  
 (6) Liens securing Indebtedness Incurred to finance the
construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at
the time the Lien is Incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or
commencement of full operation of the property subject to the Lien; 
  
 (7) Liens existing on the Closing Date; 
  
 (8) Liens on property or shares of stock of another Person at the time such other Person becomes a Restricted Subsidiary of such Person; provided, however, that such Liens are not created, Incurred or
assumed in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; provided, further, however, that such Liens do not extend to any other property owned by such Person or any of its
Restricted Subsidiaries; 
  
 (9) Liens on
property at the time such Person or any of its Restricted Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or any Restricted Subsidiary of such Person; provided,
however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens do not extend to any other property owned by such
Person or any of its Restricted Subsidiaries; 
  
 (10) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person; 
  

(11) Liens in respect of judgments that do not constitute an Event of Default; 
  
 (12) Liens securing obligations under Interest Rate/Currency
Agreements and Commodity Hedging Agreements so long as such obligations relate to Indebtedness that is, and is permitted under this Indenture to be, secured by a Lien on the same property securing such obligations; and 
  

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 (13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part,
of any indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (14), (19) and (23); provided, however, that: 
  
 (A) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements to or on such
property) and 
  
 (B) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of: 
  
 (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by Liens described under clauses (6),
(7), (8), (9), or (10) at the time the original Lien became a Permitted Lien under this Indenture and 
  
 (ii) an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings; 
  
 (14) Liens securing Senior Indebtedness; 
  
 (15) Liens on specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
  
 (16) leases and subleases of real property which do not
materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 
  
 (17) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its
Restricted Subsidiaries in the ordinary course of business; 
  
 (18) Liens in favor of the Company or any Guarantor; 
  
 (19) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred
in connection with a Qualified Receivables Financing; 
  
 (20) deposits made in the ordinary course of business to secure liability to insurance carriers; 
  
 (21) Liens on the Capital Stock of Unrestricted Subsidiaries; 
  
 (22) grants of software and other technology licenses in the ordinary course of business; 
  

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 (23) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $20.0 million at any one time outstanding. 
  
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or
any other entity. 
  
 “Preferred Stock”, as applied to
the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of
such Person, over shares of Capital Stock of any other class of such Person. 
  
 “principal” of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time. 
  
 “Purchase Money Indebtedness” means Indebtedness Incurred to
finance the acquisition, construction or lease (directly or indirectly through the purchase of Capital Stock) by the Company or a Restricted Subsidiary of such asset, including additions and improvements; provided, however, that such
Indebtedness is incurred within 270 days after the acquisition by the Company or such Restricted Subsidiary of such asset. 
  
 “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the
Company or any Subsidiary of the Company to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

  
 “Qualified Equity Offering” means a primary offering
of shares of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of Parent or the Company pursuant to an underwritten offering registered under the Securities Act other than (i) public offerings with respect to
Parent’s or the Company’s common stock registered on Form S-8 and (ii) any such public sale that constitutes an Excluded Contribution. 
  
 “Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: 

 
 (1) the Governing Board of the Company shall have
determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Receivables Subsidiary;

  
 (2) all sales of accounts receivable and
related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Company); and 
  

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 (3) the financing terms, covenants, termination events and other provisions thereof shall
be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
  
 The grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to
secure Bank Indebtedness shall not be deemed a Qualified Receivables Financing. 
  
 “Receivables Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security
interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such accounts receivable. 
  
 “Receivables Repurchase Obligation” means any obligation of a
seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to
any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 
  
 “Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or another Person formed for
the purposes of engaging in Qualified Receivables Financing with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable and
related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is designated by the Governing Board of the Company (as provided below) as a Receivables Subsidiary and: 
  
 (1) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Company or any other
Subsidiary of the Company, directly or indirectly, contingently or 

  

 -23- 








 
otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
  
 (2) with which neither the Company nor any other Subsidiary
of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from
Persons that are not Affiliates of the Company; and 
  
 (3) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
  
 Any such designation by the Governing Board of the Company shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of the Governing Board of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing
conditions. 
  
 “Refinance” means, in respect of any
indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative
meanings. 
  
 “Refinancing Indebtedness” means
Indebtedness that is Incurred to refund, refinance, replace, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Company or any Restricted Subsidiary existing on the Closing Date or Incurred
in compliance with this Indenture (including Indebtedness of the Company that Refinances Refinancing Indebtedness); provided, however, that (a) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity
of the Indebtedness being Refinanced, (b) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced,
(c) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue
discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced (plus fees and expenses, including any premium and defeasance costs), (d) if the Indebtedness being Refinanced is subordinated in right of payment to
the Securities, such Refinancing Indebtedness is subordinated in right of payment to the Securities at least to the same extent as the Indebtedness being Refinanced and (e) in the case of any Refinancing Indebtedness Incurred to refinance
Indebtedness outstanding under Section 4.03(b), such Refinancing Indebtedness shall be deemed to have been Incurred and to be outstanding under clause (viii), (xii) or (xiii) of Section 4.03(b), and not under clause (iii) of
Section 4.03(b) for purposes of determining amounts outstanding under such clauses (viii), (xii) and (xiii); provided further, however, that Refinancing Indebtedness shall not include: (i) Indebtedness of a
Restricted Subsidiary that is not a Subsidiary Guarantor that Refinances Indebtedness of the Company or (ii) Indebtedness of the Company or a Restricted Subsidiary that 

  

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Refinances Indebtedness of an Unrestricted Subsidiary; provided, further, however, that clauses (a) and (b) above will not
apply to any refunding or refinancing of any Bank Indebtedness. 
  
 “Related Business” means any business related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Closing Date. 
  
 “Representative” means the trustee, agent or representative (if any) for an issue of Senior Indebtedness.

  
 “Restricted Subsidiary” means any Subsidiary of the
Company other than an Unrestricted Subsidiary. 
  
 “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person
and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Secured Indebtedness” means any Indebtedness of the Company
secured by a Lien. “Secured Indebtedness” of a Subsidiary Guarantor has a correlative meaning. 
  
 “Securities” means the Securities issued under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933. 
  
 “Senior Indebtedness” means: 
  
 (1) with respect to the Company, the Senior Notes and any Indebtedness which ranks pari passu
in right of payment to the Senior Notes; and 
  
 (2) with respect to any Guarantor, its Senior Note Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Senior Note Guarantee. 
  
 “Senior Note Guarantees” means each Guarantee of the obligation
with respect to the Senior Notes issued by a Person pursuant to the terms of the Senior Note Indenture. 
  
 “Senior Note Indenture” means the Indenture dated as of May 2, 2005 between the Company, the Subsidiary Guarantors and the Trustee with
regard to the Senior Notes. 
  
 “Senior Notes” means,
collectively, the Senior Floating Rate Notes due 2013 issued by the Company and the 9 3/4% Senior Notes due 2013 issued by the Company. 
  
 “Senior Subordinated Indebtedness” of the Company means the Securities and any other Indebtedness of the Company that specifically provides that
such Indebtedness is to 

  

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rank equally with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness. “Senior Subordinated Indebtedness” of a Subsidiary Guarantor has a correlative meaning. 
  
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of
Rule 1 02 under Regulation S X promulgated by the SEC. 
  
 “Sponsor” means (i) one or more investment funds controlled by The Carlyle Group and its Affiliates (collectively, the “Carlyle Sponsors”) and (ii) any Person that forms a group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Carlyle Sponsors, provided that the Carlyle Sponsors (x) own a majority of the voting power or (y) control a majority of the
Board of Directors of the Company. 
  
 “Standard
Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in
a Receivables Financing, including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization
Undertaking. 
  
 “Stated Maturity” means, with respect
to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
  
 “Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Closing Date or
thereafter Incurred) that is subordinate or junior in right of payment to the Securities pursuant to a written agreement. “Subordinated Obligation” of a Subsidiary Guarantor has a correlative meaning. 
  
 “Subsidiary” of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such
Person. 
  
 “Subsidiary Guarantee” means each Guarantee
of the obligations with respect to the Securities issued by a Person pursuant to the terms of this Indenture. 
  
 “Subsidiary Guarantor” means any Person that has issued a Subsidiary Guarantee. 
  

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 “Temporary Cash Investments” means any of the following: (a) any investment in direct
obligations of the United States of America or any agency thereof or obligations Guaranteed by the United States of America or any agency thereof, (b) investments in securities with maturities of two years or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, (c) investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 365 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of
America having capital, surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose long-term debt is rated “A” (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act), (d) repurchase obligations for underlying securities of the types described in clauses (b) and (c) above entered into with a bank
meeting the qualifications described in clause (c) above, (e) investments in commercial paper, maturing not more than 365 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in
existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P 2” (or higher) according to Moody’s
Investors Service, Inc. or “A 2” (or higher) according to Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), (f) investments in investment funds investing at least 95%
of their assets in securities of the types described in clauses (a) through (e) above, and (g) investments in Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher
from S&P or “A-2” or higher from Moody’s Investors Service, Inc., in each case with maturities not exceeding two years from the date of acquisition. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
Closing Date. 
  
 “Total Assets” means the total
consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company. 
  
 “Total Consolidated Indebtedness” means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the
Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom
giving rise to such determination. 
  
 “Trade Payables”
means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of
goods or services. 
  
 “Transactions” means the
Acquisition and the transactions related thereto, including the offering of Senior Notes and Securities being offered hereby and borrowings made pursuant to the Credit Agreement. 
  

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 “Trust Officer” means any officer in the Corporate Trust Office of the Trustee. 
  
 “Trustee” means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor. 
  
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “Unrestricted Subsidiary” means: (a) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Governing Board of the Company in the manner provided below and (b) any Subsidiary of an Unrestricted Subsidiary. The Governing Board of the Company may designate any Subsidiary of the Company (including any newly acquired or
newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary
of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (i) the Subsidiary to be so designated has total Consolidated assets of $1,000 or less or (ii) if such Subsidiary
has Consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. The Governing Board of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (x) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (y) no Default shall have occurred and be continuing. Any such designation
of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Governing Board of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Governing Board of the Company giving
effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
  
 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United
States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option. 
  
 “Voting Stock” of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
  
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary
that is a Restricted Subsidiary. 
  
 “Wholly Owned
Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 
  

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 SECTION 1.02. Other Definitions. 
  

			
	 Term

	  	 Defined in Section


	 “Affiliate Transaction”
	  	4.07(a)
	 “Appendix”
	  	Preamble
	 “Bankruptcy Law”
	  	6.01
	 “Blockage Notice”
	  	10.03
	 “beneficially own”
	  	1.01
	 “Change of Control Offer”
	  	4.08(b)
	 “covenant defeasance option”
	  	8.01(b)
	 “Custodian”
	  	6.01
	 “Definitive Security”
	  	Appendix A
	 “Event of Default”
	  	6.01
	 “Exchange Securities”
	  	Preamble
	 “Global Securities”
	  	Appendix A
	 “Guarantee Blockage Notice”
	  	12.03
	 “Guaranteed Obligations”
	  	11.01
	 “Guarantee Blockage Notice”
	  	12.03
	 “incorporated provision”
	  	13.01
	 “Initial Securities”
	  	Preamble
	 “legal defeasance option”
	  	8.01(b)
	 “Legal Holiday”
	  	13.08
	 “Notice of Default”
	  	6.01
	 “Offer”
	  	4.06(b)
	 “Offer Amount”
	  	4.06(c)(ii)
	 “Offer Period”
	  	4.06(c)(ii)
	 “Original Securities”
	  	Preamble
	 “pay its Guarantee”
	  	12.03
	 “pay the Securities”
	  	10.03
	 “Payment Blockage Period”
	  	10.03
	 “Paying Agent”
	  	2.04
	 “protected purchaser”
	  	2.08
	 “Purchase Date”
	  	4.06(c)(i)
	 “Refunding Capital Stock”
	  	4.04
	 “Registered Exchange Offer”
	  	Appendix A
	 “Registrar”
	  	2.04
	 “Registration Agreement”
	  	Appendix A
	 “Restricted Payment”
	  	4.04(a)
	 “Securities Custodian”
	  	Appendix A
	 “Successor Company”
	  	5.01(a)

  
 SECTION 1.03.
Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following
meanings: 
  
 “Commission” means the
SEC. 
  

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 “indenture securities” means the Securities and the Subsidiary Guarantees.

  
 “indenture security holder” means a
Holder. 
  
 “indenture to be qualified”
means this Indenture. 
  
 “indenture
trustee” or “institutional trustee” means the Trustee. 
  
 “obligor” on the indenture securities means the Company, the Subsidiary Guarantors and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions. 
  
 SECTION 1.04. Rules of Construction. Unless the context otherwise requires: 
  
 (a) a term has the meaning assigned to it; 
  
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (c) “or” is not exclusive; 
  
 (d) “including” means including without
limitation; 
  
 (e) words in the singular include
the plural and words in the plural include the singular; 
  
 (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; and 
  
 (g) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP. 
  
 ARTICLE 2 
  
 The Securities 
  
 SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture 
  

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shall not be limited. The Securities may be issued in one or more series. All Securities of any one series shall be substantially identical except as to
denomination, legends and Issuance Date. 
  
 With respect to any
Additional Securities issued after the Closing Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10 or 3.06 or
the Appendix), there shall be (a) established in or pursuant to a resolution of the Governing Board of the Company and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in
one or more indentures supplemental hereto, prior to the issuance of such Additional Securities: 
  
 (1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional
Securities (which shall distinguish the Additional Securities of the series from Securities of any other series); 
  
 (2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may
be in an unlimited aggregate principal amount; 
  
 (3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; provided, however, that no Additional Securities may be issued at a price
that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code; 
  
 (4) if applicable, that such Additional Securities shall be issued in a private placement transaction with registration rights;

  
 (5) if applicable, that such Additional
Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities
in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for
Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and 
  
 (6) if applicable, that such Additional Securities shall not
be issued in the form of Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. 
  
 If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Governing Board of the Company, a copy of
an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and 

  

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delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the
Additional Securities. 
  
 SECTION 2.02. Form and Dating.
Provisions relating to the Original Securities, the Additional Securities and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Original Securities and
the Trustee’s certificate of authentication and (b) any Additional Securities (if issued as Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and any Additional Securities issued other than as Transfer Restricted Securities and the Trustee’s certificate of authentication shall each be
substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the
Company or any Subsidiary Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The Securities shall be
issuable only in registered form without interest coupons and only in denominations of $1,000 and integral multiples thereof. 
  
 SECTION 2.03. Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
  
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 
  
 The Trustee shall
authenticate and make available for delivery Securities as set forth in the Appendix. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
  
 SECTION 2.04. Registrar and Paying Agent. 
  
 (a) The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or


  

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more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term
“Registrar” includes any co-registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.

  
 (b) The Company shall enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of
its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  
 (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until
(i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

  
 SECTION 2.05. Paying Agent To Hold Money in Trust.
Prior to or on each due date of the principal of and interest and additional interest (if any) on any Security, the Company shall deposit with the Paying Agent (or if the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and
hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, interest and additional interest (if any) when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest and additional interest (if any) on the Securities, and shall notify the
Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the
Trustee. 
  
 SECTION 2.06. Holder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee,
in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of
Holders. 
  
 SECTION 2.07. Transfer and Exchange. The
Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of 

  

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transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall
register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the
exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Company may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of
Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed. 
  
 Prior to the due presentation for registration of transfer of any Security,
the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of
and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, or
the Registrar shall be affected by notice to the contrary. 
  
 Any
Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security
(or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 
  
 All Securities issued upon any transfer or exchange pursuant to the terms of
this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  
 SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such
that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification,
(b) makes such request to the Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8 303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any
other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar
from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. In the event any such mutilated, lost, destroyed or wrongfully taken 

  

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Security has become or is about to become due and payable, the Company in its discretion may pay such Security instead of issuing a new Security in
replacement thereof. 
  
 Every replacement Security is an
additional obligation of the Company. 
  
 The provisions of this
Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities. 
  
 SECTION 2.09. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Security. 
  
 If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding, the principal thereon ceases to be payable and interest on it ceases to accrue unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a protected purchaser. 
  
 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal, interest and additional interest, if any, payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

  
 SECTION 2.10. Temporary Securities. In the event that
Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities and deliver them in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Company, without charge to the Holder. 
  
 SECTION 2.11. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer,
exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures or deliver canceled Securities to the Company pursuant to written direction by an Officer. The Company may not issue new
Securities to replace Securities they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture. 
  

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 SECTION 2.12. Defaulted Interest. If the Company defaults in a payment of interest on the
Securities, the Company shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record
date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Holder a notice that states the special record date,
the payment date and the amount of defaulted interest to be paid. 
  
 SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “ISIN”
numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in
any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 ARTICLE 3 
  
 Redemption 
  
 SECTION 3.01. Notices to Trustee. If the Company elects or is required to redeem Securities pursuant to paragraph 5 of the Securities, the Company
shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. 
  
 The Company shall give each notice to the Trustee provided for in this Section at least 35 days before the redemption date unless the Trustee consents to
a shorter period. Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein. Any such notice may be canceled at any time prior to notice of such redemption being
mailed to any Holder and shall thereby be void and of no effect. 
  
 SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that the Trustee in its sole
discretion shall deem to be fair and appropriate. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have
denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 
  

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 SECTION 3.03. Notice of Redemption. 
  
 (a) At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice
of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address. 
  
 The notice shall identify the Securities to be redeemed and shall state: 
  
 (i) the redemption date; 
  
 (ii) the redemption price and the amount of accrued interest to, but not including, the redemption date;

  
 (iii) the name and address of the Paying
Agent; 
  
 (iv) that Securities called for
redemption must be surrendered to the Paying Agent to collect the redemption price; 
  
 (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular
Securities to be redeemed; 
  
 (vi) that, unless
the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date; 
  
 (vii) the CUSIP or
ISIN number, if any, printed on the Securities being redeemed; and 
  
 (viii) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Securities. 
  
 (b) At the Company’s request (which may be revoked at any time prior to
the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the
information required by this Section. 
  
 SECTION 3.04. Effect
of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price stated in the notice, plus accrued interest and additional interest, if any, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular record
date and on or prior to the interest payment date, the accrued interest and additional interest, if any, shall be payable to the Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other Holder. Notice mailed in the 

  

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manner herein provided shall be conclusively presumed to have been given, whether or not the Holder receives such notice. 
  
 SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest and additional interest, if any, on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Company to the Trustee for
cancellation. The Paying Agent shall promptly return to the Company any money deposited with the Paying Agent in excess of the amounts necessary to pay the principal of, plus accrued and unpaid interest, and Additional Interest, if any, on the
Securities to be redeemed. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of,
plus accrued and unpaid interest and additional interest, if any, on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. 
  
 SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

  
 ARTICLE 4 
  
 Covenants 
  
 SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest and additional
interest, if any, on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal, interest and additional interest, if any, shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant
to the terms of this Indenture. 
  
 The Company shall pay interest
on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 SECTION 4.02. SEC Reports. Prior to the filing of the exchange offer registration statement or the shelf registration
statement that the Company has agreed to file with the SEC pursuant to the Registration Agreement dated May 2, 2005, notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall provide the Trustee and Holders and prospective Holders (upon request) 

  

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within 15 days after it would have been required to file them with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, all quarterly
and annual financial statements that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the
financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, an audit report on the Company’s consolidated financial statements by the Company’s certified
independent accountants. After the exchange offer registration statement or the shelf registration statement that the Company has agreed to file with the SEC pursuant to the Registration Agreement dated May 2, 2005 has been filed,
notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (unless the SEC will not accept such a filing) and provide the Trustee and Holders
and prospective Holders (upon request) within 15 days after it files (or would be required to file) them with the SEC, copies of the Company’s annual report and the information, documents and other reports that are specified in Sections 13 and
15(d) of the Exchange Act; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to
prospective purchasers of the Securities, in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Company would be required to file such information with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act. In addition, following a public equity offering, the Company shall furnish to the Trustee and the Holders, promptly upon their becoming available, copies of the annual report to shareholders and any
other information provided by Parent or the Company to its public shareholders generally. The Company also shall comply with the other provisions of Section 314(a) of the TIA. 
  
 In the event that: 
  
 (a) the rules and regulations of the SEC permit the Company and Parent to report at such parent entity’s level on a consolidated
basis and 
  
 (b) such parent entity of the
Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Company, 
  
 such consolidated reporting at such parent entity’s level in a manner consistent with that described in this covenant for the Company
will satisfy this covenant. 
  
 Notwithstanding the foregoing, the
Company will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, such
requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities or the effectiveness of the shelf registration statement by the filing with the SEC of the
exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such registration rights agreement, and any amendments thereto, with such financial information that satisfies 

  

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Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time
requirements set forth. 
  
 In the event that Parent is or becomes
a Guarantor of the Securities, the Company may satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to Parent; provided that the same is
accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information
relating to the Company, the Guarantors and the other Subsidiaries of the Company on a standalone basis, on the other hand. 
  
 SECTION 4.03. Limitation on Indebtedness. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or
any Restricted Subsidiary that is a Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto, the Consolidated Leverage Ratio would not be greater than 6.0 to 1. 
  
 (b) Notwithstanding Section 4.03(a), the Company and its Restricted
Subsidiaries may Incur the following Indebtedness: 
  
 (i) Bank Indebtedness Incurred pursuant to the Credit Agreement in an aggregate principal amount not to exceed the sum of (i) $250.0 million, plus (ii) $450.0 million less, in the case of this clause (ii), the aggregate amount of
all prepayments of principal made pursuant to, and in compliance with, Section 4.06, applied to permanently reduce any such Indebtedness plus (iii) $300 million if proceeds from such debt are used to purchase, repurchase, redeem, retire,
defease or otherwise acquire for value the Company’s 7% Debentures, Series A, due 2006 and 7-3/8% Debentures, Series B, due 2006; 
  
 (ii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held
by the Company or any Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof and (2) if the Company or a
Subsidiary Guarantor is the obligor on such Indebtedness and the obligee is neither the Company nor a Guarantor, such Indebtedness (to the extent such Indebtedness is owed to and held by a Restricted Subsidiary that is not a Subsidiary Guarantor) is
expressly subordinated to the prior payment in full in cash of all obligations of the Company or such Subsidiary Guarantor, with respect to the Securities or the Subsidiary Guarantees of such Subsidiary Guarantor, as applicable; 
  
 (iii) Indebtedness (1) represented by the Securities
(not including any Additional Securities) and the Subsidiary Guarantees and the Senior Notes (not including any Additional Senior Notes and the Senior Note Guarantees, (2) outstanding on the Closing 

  

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Date that is either (A) reflected in the balance sheet for the Acquired Business as of December 31, 2004 or (B) incurred in connection with
the consummation of the Acquisition as described in the Offering Circular (other than the Indebtedness described in clauses (i) and (ii) above), (3) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
described in clauses (iii), (iv), (vii), (xi) and (xii) of this Section 4.03(b) (including Indebtedness that is Refinancing Indebtedness) or Section 4.03(a) and (4) consisting of Guarantees of any Indebtedness permitted
under this Section 4.03; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Securities or the Subsidiary Guarantees, as applicable, any such Guarantee with respect to such Indebtedness
shall be subordinated in right of payment to the Securities or the Subsidiary Guarantees, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Securities or the Subsidiary Guarantees, as applicable; 

 
 (iv) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company); provided, however, that either
(1) on the date that such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness
pursuant to this clause (iv) or (2) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (iv), the Company’s Consolidated Leverage Ratio would be greater than such ratio immediately prior to such
transaction; 
  
 (v) Indebtedness Incurred by a
Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 
  
 (vi) Indebtedness (1) in respect of performance bonds,
bankers’ acceptances, letters of credit and surety or appeal bonds provided by the Company and the Restricted Subsidiaries in the ordinary course of their business, and (2) under Interest Rate/Currency Agreements and Commodity Hedging
Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; provided, however, that (A) such Interest Rate/Currency Agreements do not increase the Indebtedness of the Company
outstanding at any time other than as a result of fluctuations in interest rates or by reason of fees, indemnities and compensation payable thereunder and (B) such Commodity Hedging Agreements do not increase the Indebtedness of the Company
outstanding at any time other than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder; 
  
 (vii) Purchase Money Indebtedness and Capitalized Lease Obligations (in an aggregate principal amount not in excess of the greater of
$80.0 million and 4.0% of Total Assets at the time of Incurrence); 
  

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 (viii) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its Incurrence; 
  
 (ix) Indebtedness consisting of customary indemnification,
adjustment of purchase price or similar obligations of the Company or any Restricted Subsidiary, in each case Incurred in connection with the acquisition or disposition of any assets by the Company or any Restricted Subsidiary; 
  
 (x) Contribution Indebtedness; 
  
 (xi) Indebtedness of the Company or any Restricted
Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 
  
 (xii) Indebtedness of a Restricted Subsidiary that is not a
Subsidiary Guarantor incurred for working capital purposes not in excess of 2.0% of Total Assets at the time of Incurrence; or 
  
 (xiii) Indebtedness in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred
pursuant to this clause (xiii) and then outstanding, shall not exceed $50.0 million. 
  
 (c) The Company shall not Incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness. A Subsidiary Guarantor shall not Incur any Indebtedness if such Indebtedness is by its terms expressly subordinate or junior in ranking in any respect to any Senior
Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such Subsidiary Guarantor or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Subsidiary Guarantor.

  
 (d) Notwithstanding any other provision of this
Section 4.03, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For
purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Closing Date or in connection
with the Acquisition shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii) the accrual of interest, the accretion of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an Incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.03, (iii) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be 

  

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included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter
of credit, as the case may be, was in compliance with this covenant, (iv) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by
one such provision and in part by one or more other provisions of this Section 4.03 permitting such Indebtedness, and (v) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this
Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness on the date of its issuance, or later reclassify all or a portion of such Indebtedness (other than as set forth in Section 4.03 (c)(i)) in any manner that
complies with this Indenture, and only be required to include the amount of such Indebtedness in one of such clauses. 
  
 SECTION 4.04. Limitation on Restricted Payments. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make any
distribution on or in respect of its Capital Stock (in their capacity as such) or make any similar payment (including any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary of the Company) to
the direct or indirect holders of its Capital Stock (in their capacity as such) except (x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the
Company or a Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire
for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary, (iii) purchase, repurchase, redeem, retire, defease or otherwise acquire for value, prior to scheduled maturity, scheduled repayment
or scheduled sinking fund payment any Subordinated Obligations (other than (A) the purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations acquired in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition and (B) Indebtedness permitted under Section 4.03(b)(ii)) or (iv) make any investment (other than a
Permitted Investment) in any Person (any such dividend, distribution, payment, purchase, redemption, repurchase, defeasance, retirement or other acquisition or Investment set forth in these clauses (i) through (iv) being herein referred to
as a “Restricted Payment”) if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 
  
 (1) a Default shall have occurred and be continuing (or would result therefrom); 
  
 (2) the Company could not Incur at least $1.00 of additional
Indebtedness under Section 4.03(a); or 
  
 (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Governing Board of the Company, whose determination shall be
conclusive and 

  

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evidenced by a resolution of the Governing Board of the Company) declared or made subsequent to the Closing Date would exceed the sum of, without
duplication: 
  
 (A) 100% of the Adjusted EBITDA
accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Closing Date occurs to the end of the most recent fiscal quarter ending at least 45 days
prior to the date of such Restricted Payment (or, in case such Adjusted EBITDA shall be a deficit, minus 100% of such deficit) less 1.4 times the Consolidated Interest Expense for the same period; 
  
 (B) the aggregate Net Cash Proceeds, including the Fair
Market Value of property other than cash, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock, Excluded Contributions and Refunding Capital Stock) subsequent to the Closing
Date (other than an issuance or sale (x) to a Restricted Subsidiary of the Company, or (y) to an employee stock ownership plan or other trust established by the Company or any of its Restricted Subsidiaries); 
  
 (C) the amount by which indebtedness of the Company or its
Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Restricted Subsidiary of the Company) subsequent to the Acquisition Date of any Indebtedness of the Company or its Restricted
Subsidiaries issued after the Closing Date which is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of other property distributed by the Company or
any Restricted Subsidiary upon such conversion or exchange plus the amount of any cash received by the Company or any Restricted Subsidiary upon such conversion or exchange); and 
  
 (D) the amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from
(x) payments of dividends, repayments of the principal of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries or (y) the redesignation of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in
such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments. 
  
 (b) The provisions of Section 4.04(a) shall not prohibit: 
  

(i) any purchase, prepayment, repayment, repurchase, redemption, retirement or other acquisition for value of Subordinated Obligations
of the Company or any Subsidiary Guarantor or Capital Stock (“Retired Capital Stock”) of the Company or Parent made by exchange for, or out of the proceeds of the substantially concurrent sale of, 

  

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Capital Stock of the Company or Parent or contributions to the equity capital of the Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”);

  
 (ii) the declaration and payment of accrued
dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its
Restricted Subsidiaries) of Refunding Capital Stock; 
  
 (iii) any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations of the Company or any Subsidiary Guarantor made by exchange for, or out of the proceeds of
the substantially concurrent sale of, Indebtedness of the Company or any Subsidiary Guarantor that is permitted to be Incurred pursuant to Section 4.03(b); provided that such Indebtedness is subordinated to the Securities to at least the
same extent as such Subordinated Obligations; 
  
 (iv) any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Subordinated Obligations from Net Available Cash to the extent permitted by Section 4.06; 
  
 (v) dividends paid within 60 days after the date of
declaration thereof if at such date of declaration such dividends would have complied with Section 4.04(a); 
  
 (vi) the payment of dividends or other distributions to Parent (1) to the extent that the Company or any of its Restricted
Subsidiaries are members of a consolidated, combined or similar tax group of which Parent is the common parent, in amounts required for Parent to pay federal, state or local income taxes (as the case may be) imposed directly on Parent to the extent
such income taxes are attributable to the income of the Company and its Restricted Subsidiaries; provided, however, that the amount of any such dividends or distributions (plus any taxes payable directly by the Company and its
Restricted Subsidiaries) shall not exceed the amount of such taxes that would have been payable directly by the Company and/or its Restricted Subsidiaries had the Company been the common parent of a separate tax group that included only the Company
and its Restricted Subsidiaries and (2) in amounts equal to the amounts required for Parent to pay franchise taxes and other fees required to maintain its corporate existence; 
  
 (vii) any purchase, repurchase, redemption, retirement or other acquisition for value of shares of Capital
Stock of the Company, Parent or any Subsidiaries of the Company from future, present or former employees, directors or consultants of the Company or Parent or any Subsidiaries of the Company (or permitted transferees of such employees, directors or
consultants), pursuant to the terms of the agreements (including employment agreements), plans (or amendments thereto) or other arrangements approved by the Governing Board of the Company under which such individuals purchase or sell or 

  

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are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such purchases,
repurchases, redemptions, retirements and other acquisitions for value will not exceed, together with Restricted Payments made under clause (viii)(2) below, in any fiscal year of the Company, $10.0 million plus any unutilized portion of such amount
in any prior fiscal year and any proceeds received by the Company in respect of “key-man” life insurance; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

  
 (A) the cash proceeds received by the Company
or any of its Restricted Subsidiaries from the sale of Capital Stock (other than Disqualified Stock) of the Company or Parent (to the extent contributed to the Company) to members of management, directors or consultants of the Company and its
Restricted Subsidiaries or Parent that occurs after the Closing Date; plus 
  
 (B) the cash proceeds of key man life insurance policies received by the Company or Parent (to the extent contributed to the Company) or the Company’s Restricted Subsidiaries after the Closing Date; 

 
 (viii) any payment of dividends, other distributions or
other amounts by the Company for the purposes set forth in clauses (1) through (3) below: 
  
 (1) to Parent in amounts required for Parent to pay operating costs to the extent such operating costs are attributable to the operations
of the Company and its Restricted Subsidiaries; 
  
 (2) to Parent in amounts equal to amounts expended by Parent to purchase, repurchase, redeem, retire or otherwise acquire for value Capital Stock of Parent from future, present or former employees, directors or consultants of the Company,
Parent or any Subsidiaries of the Company (or permitted transferees of such employees, directors or consultants); provided, however, that the aggregate amount paid, loaned or advanced to Parent pursuant to this clause (2) will
not, in the aggregate, exceed, together with Restricted Payments made under Section 4.04(b)(vii), in any fiscal year of the Company, $10.0 million plus any unutilized portion of such amount in any prior fiscal year; provided that such
amount in any calendar year may be increased by an amount not to exceed (x) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Capital Stock (other than Disqualified Stock) of the Company or Parent
(to the extent contributed to the Company) to members of management, directors or consultants of the Company and its Restricted Subsidiaries or Parent that occurs after the Closing Date; plus (y) the cash proceeds of key man life insurance
policies received by the Company or Parent (to the extent contributed to the Company) or the Company’s Restricted Subsidiaries after the Closing Date; or 
  

(3) to Parent to pay operating and overhead expenses incurred in the ordinary course of business and allocable to the Company;

  

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 (ix) the payment of dividends on the Company’s common stock (or the payment of
dividends to Parent to fund the payment by Parent of dividends on its common stock) following any public offering of common stock of Parent or the Company, as the case may be, after the Closing Date, of up to 6% per annum of the net proceeds
received by the Company (or by Parent and contributed to the Company) from such public offering; provided however, that the aggregate amount of all such dividends shall not exceed the aggregate amount of net proceeds received by the
Company (or by Parent and contributed to the Company) from such public offering; 
  
 (x) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or
any of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03; provided, that if such Disqualified Stock is issued to an Affiliate, such issuance complies with Section 4.07; 
  
 (xi) the declaration and payment of dividends or
distributions (a) to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Closing Date and (b) to Parent, the proceeds of which will be used to fund the payment of dividends to
holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of Parent issued after the Closing Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Company would
have had a Consolidated Leverage Ratio of not more than 6.0 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (xi) does not exceed the net cash proceeds actually received by the Company from any
such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Closing Date; provided, further, that if such Designated Preferred Stock is issued to an Affiliate, such issuance complies with Section 4.07;

  
 (xii) Investments in Unrestricted
Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xii) that are at that time outstanding, not to exceed $25 million at the time of such Investment (with the Fair Market
Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
  
 (xiii) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted
Subsidiary of the Company by, Unrestricted Subsidiaries; 
  
 (xiv) cash dividends or other distributions on the Company’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Company to, fund the payment of fees and expenses incurred in
connection with the Transactions or owed by the Company or Parent, as the case may be, or Restricted Subsidiaries of the Company to Affiliates, in each case to the extent permitted by Section 4.07; 
  

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 (xv) repurchases of Capital Stock deemed to occur upon exercise of stock options if such
Capital Stock represent a portion of the exercise price of such options; 
  
 (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees; 
  
 (xvii) any payments made in connection with the consummation
of the Transactions or as contemplated by the Acquisition Documents; 
  
 (xviii) the purchase, redemption, acquisition or retirement of any subordinated obligations following a Change of Control after the Company shall have complied with the provisions of Section 5.01; 
  
 (xix) Investments that are made with Excluded Contributions;
and 
  
 (xx) other Restricted Payments not to
exceed $25.0 million in the aggregate. 
  
 In determining the
amount of Restricted Payments permissible under Section 4.04(a)(3), amounts expended pursuant to clauses (v) and (ix) of this Section 4.04(b) shall be included as Restricted Payments and amounts expended pursuant to clauses
(i) through (iv), (vi) through (ix) and (x) through (xiv) of this Section 4.04(b) will be excluded. 
  
 SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to the Company
on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except, in each case: 
  
 (i) any encumbrance or restriction pursuant to applicable
law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date on the terms described in the Offering Circular and any encumbrance or restriction pursuant to any agreement governing or related to any Bank
Indebtedness; 
  
 (ii) any encumbrance or
restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than
Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; 
  

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 (iii) any encumbrance or restriction pursuant to an agreement effecting an amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (i) through (xii) of this Section 4.05(iii); provided,
however, that the encumbrances and restrictions contained in any such agreement, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, taken as a whole, are not, in the good faith judgment
of the Company, materially more restrictive with respect to the dividend and other payment restrictions referred to above than the dividend and other payment restrictions contained in such predecessor agreements; 
  
 (iv) in the case of clause (c), any encumbrance or
restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of
a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; 
  
 (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of
assets or all or substantially all the Capital Stock of such Restricted Subsidiary pending the closing of such sale or disposition; 
  
 (vi) customary provisions in joint venture agreements and other agreements entered into in the ordinary course of business; 
  
 (vii) any encumbrance or restriction pursuant to the
Securities and the Guarantees; 
  
 (viii)
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 
  
 (ix) any encumbrance or restriction imposed in connection with purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; 
  
 (x) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing;
provided, however, that such restrictions apply only to such Receivables Subsidiary; 
  
 (xi) any encumbrance or restriction imposed in connection with Indebtedness of any Restricted Subsidiary that is a Guarantor that is
Incurred subsequent to the Closing Date pursuant to Section 4.03; 
  
 (xii) any encumbrance or restriction imposed in connection with any Investment not prohibited by Section 4.04 and any Permitted Investment; 
  

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 (xiii) secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03
and 4.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; and 
  
 (xiv) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that
impose restrictions of the type described in clause (c) above on the property subject to such lease. 
  
 For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating
distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company
or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 
  
 SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition, (ii) at least 75% of the consideration thereof received by the Company or such Restricted
Subsidiary is in the form of cash or Temporary Cash Investments, and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) within 365
days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash (1) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, purchase, repurchase, redeem,
retire, defease or otherwise acquire for value Senior Indebtedness of the Company or Indebtedness (other than obligations in respect of Preferred Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an
Affiliate of the Company and other than obligations in respect of Disqualified Stock); (2) second, to the extent of the balance of Net Available Cash after application in accordance with clause (1), to the extent the Company or such Restricted
Subsidiary elects, to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); (3) third, to the extent
of the balance of such Net Available Cash after application in accordance with clauses (1) and (2), to make an Offer to all holders of Securities (and, at the option of the Company, to holders of any other Senior Subordinated Indebtedness) to
purchase the maximum principal amount of the Securities (and such Senior Subordinated Indebtedness), that is an integral multiple of $1,000 that may be purchased out of such balance; and (4) fourth, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (1), (2) and (3), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment,
purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (1), (2) or (4) above, the Company or such Restricted 

  

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Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal
amount so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value; provided further that, in the case of clause (2) above, a binding commitment shall be treated as a permitted
application of the Net Available Cash from the date of such commitment; provided, further, that upon any abandonment or termination of such commitment, the Net Available Cash not so applied shall constitute Net Available Cash and be
applied as set forth above. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to
the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06(a) exceeds $25.0 million. 
  
 For the purposes of this Section 4.06, the following are deemed to be cash: (A) liabilities (as shown on the
Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereof) of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in
respect of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is a Subsidiary Guarantor) that are assumed by the transferee in connection with such Asset Disposition, (B) any notes or other obligations or other securities or
assets received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Temporary Cash Investments within 180 days of receipt and (C) any Designated Non-cash
Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause that is at
that time owned by the Company or one of its Restricted Subsidiaries, not to exceed the greater of 2.0% of Total Assets and $35.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item
of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and not to exceed 50% of the aggregate consideration received in the case of any individual Asset Disposition.

  
 (b) In the event of an Asset Disposition that requires the
purchase of Securities pursuant to Section 4.06(a)(iii)(3), the Company (i) shall be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (the “Offer”) at a purchase price of 100% of
their principal amount plus accrued and unpaid interest (including additional interest, if any) thereon, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c) and (ii) may, at the Company’s option, pay, purchase or redeem or otherwise
retire Senior Subordinated Indebtedness of the Company on the terms and to the extent contemplated thereby (provided that in no event shall the Company offer to purchase such other Senior Subordinated Indebtedness of the Company at a purchase
price in excess of 100% of its principal amount (or, in the event such Senior Subordinated Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof) (without premium), plus accrued and unpaid interest
(including any additional interest or liquidated damages) thereon. If the aggregate purchase price of Securities (and other Senior Subordinated Indebtedness) tendered pursuant 

  

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to the Offer is less than the Net Available Cash allotted to the purchase of the Securities (and other Senior Indebtedness), the Company shall apply the
remaining Net Available Cash in accordance with Section 4.06(a)(iii)(4). The Company shall not be required to make an Offer for Securities (and other Senior Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available
therefor (after application of the proceeds as provided in clauses (1) and (2) of Section 4.06(a)(iii)) is less than $15.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of
determining whether an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). 
  
 (c) (i) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall be obligated to deliver to the
Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as hereinafter described in the event the Offer
is oversubscribed) in integral multiples of $1,000 of principal amount, at the appropriate purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase
Date”) and shall contain the most recently filed Annual Report on Form 10 K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10 Q and any Current Report on Form 8
K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports) to the extent not publicly available and all
instructions and materials necessary to tender Securities pursuant to the Offer, together with the address referred to in clause (iii). 
  
 (ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee
an Officers’ Certificate as to (1) the amount of the Offer (the “Offer Amount”), (2) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (3) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an
amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Offer remains open (the “Offer
Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on
the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Offer Amount delivered by the Company to the Trustee is greater than the purchase price of the Securities (and other
Senior Indebtedness) tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. 
  
 (iii) Holders electing to have a Security purchased shall be required to
surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be 

  

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entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Security purchased.
If at the expiration of the Offer Period the aggregate principal amount of Securities and any other Senior Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and other
Senior Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and other Senior Indebtedness in denominations of $1,000, or integral multiples thereof, shall be
purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (iv) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall
also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the
Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 
  
 (v) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. 
  
 SECTION 4.07. Limitation on Transactions with Affiliates. 
  

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any Affiliate Transactions
unless such Affiliate Transaction is on terms (i) that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such
transaction in arm’s-length dealings with a Person who is not such an Affiliate and (ii) that, in the event that such Affiliate Transaction involves an amount in excess of $10.0 million have been approved by a resolution adopted in good
faith by the majority of the Board of Directors of the Company, along with an Officers’ Certificate certifying that such Affiliate Transaction complies with Section 4.07(a). 
  
 (b) The provisions of Section 4.07(a) shall not prohibit (i) any Restricted Payment or Permitted Investment
permitted to be paid pursuant to Section 4.04, (ii) any employment agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Governing Board of the Company or Parent of a Restricted
Subsidiary of the Company, as appropriate in 

  

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good faith, (iii) the grant of stock options or similar rights to employees and directors of the Company pursuant to plans approved by the Governing
Board of the Company, (iv) loans or advances to employees in the ordinary course of business which are approved by a majority of the Board of Directors of the Company in good faith, but in any event not to exceed $12.5 million in the aggregate
outstanding at any one time, (v) the payment of compensation and reasonable fees to, and indemnity provided on behalf of, directors of the Company, Parent and of its Subsidiaries, (vi) (A) any transaction between or among the Company
and a Restricted Subsidiary or between or among Restricted Subsidiaries and (B) any merger of the Company and Parent; provided that Parent shall have no material liabilities and no material assets other than cash, Temporary Cash
Investments and the Capital Stock of the Company and such merger is otherwise in compliance with the terms of the Securities and effected for a bona fide business purpose, (vii) the entering into of any agreement to pay, and the payment of,
annual management, consulting, monitoring and advisory fees and expenses to the Sponsor to the extent described in the Offering Circular, (viii) any transaction with customers, clients, suppliers or purchasers or sellers of goods or services,
in each case in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable good faith determination of the Governing Board or its senior management, or are on terms at least as
favorable as could reasonably have been obtained at such time from an unaffiliated party, (ix) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any Acquisition
Document or stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto or similar agreements which it may enter into thereafter;
provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into
after the Closing Date shall only be permitted by this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise materially more
disadvantageous, taken as a whole to the holders of the Securities than the original agreement as in effect on the Closing Date, (x) any consolidation, merger or conveyance, transfer or lease of assets permitted under Section 5.01,
(xi) payments by the Company or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures, which payments are made (A) pursuant to the agreements with the Sponsor described in the Offering Circular or (B) approved by a majority of the Board of Directors of the Company,
(xii) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph, (xiii) any agreement as in effect as of the Closing Date or any amendment thereto (so long as any such agreement together with
all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the fixed rate notes in any material respect than the original agreement as in effect on the Closing Date) or any transaction contemplated thereby as described
in the Offering Circular, (xiv) the payment of all fees and expenses related to the Transactions, (xv) any transaction effected as part of a Qualified Receivables Financing, (xvi) the issuance of Capital Stock (other than Disqualified
Stock and Designated Preferred Stock of the Company) to any Person, 

  

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and any contribution to the capital of the Company, (xvii) the entering into of any tax sharing agreement or arrangement and any payments permitted by
Section 4.04(b)(vi), and (xviii) pledges of Capital Stock of Unrestricted Subsidiaries. 
  
 SECTION 4.08. Change of Control. 
  
 (a) Upon a Change of Control, each Holder shall have the right to require the Company to purchase all or any part of such Holder’s Securities at a
purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including additional interest, if any) to, the date of purchase (subject to the right of Holders of record on the relevant record date to receive
interest (including additional interest, if any) due on the relevant interest payment date); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Securities
pursuant to this Section 4.08 in the event that it has exercised its right to redeem all the Securities under paragraph 5 of the Securities. In the event that at the time of such Change of Control the terms of the Bank Indebtedness restrict or
prohibit the repurchase of Securities pursuant to this Section 4.08, then prior to the mailing of the notice to Holders provided for in Section 4.08(b) below but in any event within 30 days following any Change of Control, the Company
shall (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Securities, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the
requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b). 
  
 (b) Within 30 days following any Change of Control (except as provided in the proviso to the first sentence of Section 4.08(a)), the Company shall
mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: 
  
 (i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such
Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest (including additional interest, if any) to, the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest (including additional interest, if any) on the relevant interest payment date); 
  
 (ii) the circumstances and relevant facts and financial information regarding such Change of Control; 
  
 (iii) the purchase date (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed); and 
  
 (iv) the instructions determined by the Company, consistent with this Section, that a Holder must follow in order to have its Securities purchased. 
  
 (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly
completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be 

  

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entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased.
Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (d) On the purchase date, all Securities purchased by the Company under this Section shall be delivered to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest and additional interest, if any, to the Holders entitled thereto. 
  
 (e) Notwithstanding the foregoing provisions of this Section, the Company shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control Offer. 
  
 (f) The Company shall be entitled to make a Change of Control Offer in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for such Change of Control at
the time of making of such Change of Control Offer. Securities repurchased by the Company pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding or will be retired and canceled, at the option of the
Company. Securities purchased by a third party pursuant to Section 4.08(e) shall have the status of Securities issued and outstanding. 
  
 (g) At the time the Company deliver Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’
Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or
through an agent, mails or delivers payment therefor to the surrendering Holder. 
  
 (h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof. 
  
 SECTION 4.09. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or 

  

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propose to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA to the extent required. 
  
 SECTION 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
  
 SECTION 4.11. Future Subsidiary Note Guarantors. The Company shall
cause each Domestic Subsidiary that Incurs or Guarantees any Bank Indebtedness to become a Subsidiary Guarantor, and, if applicable, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C pursuant to which such Domestic
Subsidiary will Guarantee payment of the Securities. 
  
 SECTION
4.12. Limitation on Lines of Business. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business, other than a Permitted Business. 
  
 SECTION 4.13. Additional Interest. If additional interest is payable by the Company pursuant to Section 1(b) of
the Initial Securities, the form of which is attached hereto as EXHIBIT A, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such additional interest per $1,000 principal amount of the Initial
Securities that is payable, (ii) the facts and calculations supporting the determination of such amount and (iii) the date on which such additional interest is payable. Unless and until a Trust Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no such additional interest is payable. 
  
 SECTION 4.14. Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien of any nature whatsoever on any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned at the Closing Date or thereafter acquired, that secures any Indebtedness other than Permitted Liens,
without effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured; provided, however, that the Company may Incur other
Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens Incurred pursuant to this proviso does not exceed 5% of Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the
Company as of the end of the most recent fiscal quarter ending at least 45 days prior thereto. 
  

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 ARTICLE 5 
  
 Successor Company 
  
 SECTION 5.01. Successor Company. 
  
 (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  
 (i) the resulting, surviving or transferee
Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly
assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 
  
 (ii) immediately after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; 
  
 (iii) immediately after giving effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company would be able to Incur an
additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries
immediately prior to such transaction; and 
  
 (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

  
 The Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company, under this Indenture. 
  
 (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (i) the resulting,
surviving or transferee Person (the “Successor Guarantor”) will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary
Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and (ii) the Company
shall have delivered to the Trustee an Officers’ 

  

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Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this
Indenture. 
  
 (c) Notwithstanding the foregoing, (i) any
Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor; (ii) the Company may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another jurisdiction; and (iii) the Company may consummate the Acquisition on substantially the terms described in the Offering Circular. 
  
 ARTICLE 6 
  
 Defaults and Remedies 
  
 SECTION 6.01. Events of Default. An “Event of Default” occurs if: 
  
 (a) the Company default in any payment of interest or additional interest, if any, on any Security when the
same becomes due and payable, whether or not such payment is prohibited by Article 10 and such default continues for a period of 30 days; 
  
 (b) the Company default in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon
required redemption or repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 10; 
  
 (c) the Company or any Restricted Subsidiary of the Company fails to comply with Section 5.01; 
  
 (d) the Company or any Restricted Subsidiary of the Company
fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12 or 4.14 (other than a failure to purchase Securities when required under Section 4.06) or with any of its other agreements in the Securities or in this
Indenture and such failure continues for 60 days after the notice specified below; 
  
 (e) Indebtedness of the Company or any Restricted Subsidiary of the Company is not paid within any applicable grace period after final
maturity or the acceleration by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $20.0 million or its foreign currency equivalent at the time; 
  
 (f) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law: 
  
 (i)
commences a voluntary case; 
  
 (ii) consents to
the entry of an order for relief against it in an involuntary case; 
  

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 (iii) consents to the appointment of a Custodian of it or for any substantial part of its
property; or 
  
 (iv) makes a general assignment
for the benefit of its creditors; 
  
 or takes any comparable
action under any foreign laws relating to insolvency; 
  
 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (i) is for relief against the Company or any Significant Subsidiary in an involuntary case; 
  
 (ii) appoints a Custodian of the Company or any Significant
Subsidiary or for any substantial part of its property; or 
  
 (iii) orders the winding up or liquidation of the Company or any Significant Subsidiary; 
  
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; 
  
 (h) any judgment or decree for the payment of money (other
than judgments which are covered by enforceable insurance policies issued by reputable and creditworthy insurance companies) in excess of $20.0 million or its foreign currency equivalent is rendered against the Company or a Restricted Subsidiary and
either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (ii) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not
discharged, waived or the execution thereof stayed; or 
  
 (i) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms thereof) or any Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary Guarantor denies or disaffirms its obligations
under this Indenture or any Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified below. 
  
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
  
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the
relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
  
 A Default under clause (d) or (h) above is not an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in
principal amount of the outstanding 

  

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Securities notify the Company and the Trustee of the Default and the Company or the Subsidiary, as applicable, does not cure such Default within the time
specified in clauses (d) or (h) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 
  
 The Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Company are taking or propose to
take with respect thereto. 
  
 SECTION 6.02. Acceleration.
If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of
the outstanding Securities by notice to the Company and the Trustee may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and
payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded,
automatically and without any action by the Trustee or the holders of the Securities, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or
guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default
that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the floating rate notes as described above be annulled, waived or rescinded upon the happening of any
such events. 
  
 SECTION 6.03. Other Remedies. If an Event
of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
  

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 SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the
Securities by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any
Security when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
  
 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

  
 SECTION 6.06. Limitation on Suits. 
  
 (a) Except to enforce the right to receive payment of principal, premium (if
any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless: 
  
 (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
  
 (ii) the Holders of at least 25% in principal amount of the
outstanding Securities make a written request to the Trustee to pursue the remedy; 
  
 (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; 
  
 (iv) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or indemnity; and 
  
 (v) the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request during such 60 day period. 
  
 (b) A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another Holder. 
  
 SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of 

  

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and additional interest and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in the Securities,
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
  
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal
and (to the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.07. 
  
 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, any Subsidiary or Subsidiary Guarantor, their creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07. 
  
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
  
 FIRST: to the Trustee for amounts due under
Section 7.07; 
  
 SECOND: to holders of
Senior Indebtedness of the Company to the extent required by Article 10 and to holders of Senior Indebtedness of the Subsidiary Guarantors to the extent required by Article 12; 
  
 THIRD: to Holders for amounts due and unpaid on the Securities for principal and interest, ratably, and any
additional interest without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, interest and any additional interest, respectively; and 
  
 FOURTH: to the Company. 
  
 The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and amount to be paid. 
  

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 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 
  
 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Company nor any Subsidiary Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and each Subsidiary Guarantor (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
  
 ARTICLE 7 
  
 Trustee 
  
 SECTION 7.01. Duties of Trustee. 
  
 (a) If an
Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

  
 (ii) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except
that: 
  
 (i) this paragraph does not limit the
effect of paragraph (b) of this Section; 
  

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 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
  
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05; and 
  
 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

  
 (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company. 
  
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA. 
  
 SECTION 7.02. Rights of Trustee. 
  
 (a) The
Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
  
 (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not
constitute willful misconduct or negligence. 
  

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 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal
matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. 
  
 (f) The Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing
to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. 
  
 (g) Except with respect to Section 4.01, the Trustee shall have no duty
to inquire as to the performance of the Company with respect to the covenants contained in Article 4. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring
pursuant to Sections 6.01(a) or 6.01(b) or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge. 
  
 (h) Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only
and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
  
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

  
 SECTION 7.04. Trustee’s Disclaimer. The Trustee
shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Subsidiary Guarantee or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company or any Subsidiary Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of
authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (h) or (i) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall
have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 11.02 hereof from the Company, any Subsidiary Guarantor or any Holder. 
  

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 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in
payment of principal of, premium (if any) or interest on any Security (including payments pursuant to the redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of Holders. 
  
 SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each
year, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA.

  
 A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 

 
 SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services as the Trustee and the Company shall agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.
The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services except any such expense as may arise from its
negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and each Subsidiary Guarantor,
jointly and severally, shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by or in connection with the administration of this trust and the performance of its duties
hereunder, except as provided in the last sentence of this paragraph. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company or any Subsidiary Guarantor of their indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the
Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be
required to pay such fees and expenses if they assume such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and the Subsidiary Guarantors, as
applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct,
negligence or bad faith. 
  

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 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and additional interest, if any, on particular Securities. 
  
 The Company’s payment obligations pursuant to this Section shall survive
the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to either of the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

  
 SECTION 7.08. Replacement of Trustee. 
  
 (a) The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in principal amount of the Securities may remove the Trustee with the reasonable consent of the Company by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 
  
 (i) the Trustee fails to comply with Section 7.10;

  
 (ii) the Trustee is adjudged bankrupt or
insolvent; 
  
 (iii) a receiver or other public
officer takes charge of the Trustee or its property; or 
  
 (iv) the Trustee otherwise becomes incapable of acting. 
  
 (b) If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
  
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 
  
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  

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 (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is
stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. 
  
 (f) Notwithstanding the replacement of the Trustee
pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
  
 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets (including the administration of the trust created by this Indenture) to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the
successor Trustee. 
  
 In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the
Trustee shall have. 
  
 SECTION 7.10. Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee (or, in the case of a subsidiary of a bank holding company, the Trustee’s corporate parent) shall have a combined
capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the
penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 
  

SECTION 7.11. Preferential Collection of Claims Against Issuers. The Trustee shall comply with Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. 
  

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 ARTICLE 8 
  
 Discharge of Indenture; Defeasance 
  
 SECTION 8.01. Discharge of Liability on Securities; Defeasance. 
  
 (a) When (i) either (1) all the Securities that have been authenticated, except lost, stolen or destroyed
Securities that have been replaced or paid, have been delivered to the Trustee for cancellation, or (2) all the Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a
notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantors have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest (including additional interest), if any, to, but not including, the date of maturity or
redemption; (ii) no Default or Event of Default has occurred and is continuing on the date of such deposit; (iii) the Company or any Subsidiary Guarantors have paid, or caused to be paid, all sums payable by them under this Indenture; and
(iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or the redemption date, as the case may be, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect. 
  
 In the case of clause (2) above, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee which shall state that all conditions precedent to the satisfaction and discharge have been satisfied and
(iii) the Company obligations that would survive legal defeasance will remain outstanding. 
  
 (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of their obligations under the Securities and this Indenture
(“legal defeasance option”) or (ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.14 and the operation of Section 5.01(a)(iii), 6.01(e), 6.01(f) (with respect to Significant
Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only) and 6.01(h) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding their prior exercise
of their covenant defeasance option. In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising their legal defeasance option, the obligations under the Subsidiary Guarantees shall each be
terminated simultaneously with the termination of such obligations. 
  
 If the Company exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercise their covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries only), 

  

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6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with clause (iii) of
Section 5.01(a). 
  
 Upon satisfaction of the conditions set
forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminate. 
  
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. 
  
 SECTION 8.02. Conditions to Defeasance. 
  
 (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: 
  
 (i) the Company irrevocably deposits in trust with the
Trustee money in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any), interest and additional interest (if
any), on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; 
  
 (ii) the Company deliver to the Trustee a certificate from a nationally recognized firm of independent accountants or reputable investment
banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay principal, premium, if any, interest and additional interest, if any, when due on all the Securities to maturity or redemption, as the case may be; 
  
 (iii) 91 days pass after the deposit is made and during the 91 day period no Default specified in
Section 6.01(f) or (g) with respect to the Company occurs which is continuing at the end of the period; 
  
 (iv) the deposit does not constitute a default under any other agreement binding on the Company; 
  
 (v) the Company delivers to the Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  
 (vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since 

  

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the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such deposit and defeasance had not occurred; 
  
 (vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred; and 
  
 (viii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this
Article 8 have been complied with. 
  
 (b) Before or after a
deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. 
  
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest and additional interest, if any, on the
Securities. 
  
 SECTION 8.04. Repayment to Issuers. The
Trustee and the Paying Agent shall promptly turn over to the Company upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of nationally recognized firm of independent public
accountants or reputable investment banking firm delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited
to effect an equivalent discharge or defeasance in accordance with this Article. 
  
 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, interest or additional interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors, and the Trustee and the Paying Agent shall have no further liability with respect to such monies.

  
 SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 
  

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 SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of principal of or interest or additional interest on, any Securities because of the reinstatement of their obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
  
 ARTICLE 9 
  
 Amendments 
  
 SECTION 9.01. Without Consent of Holders. 
  
 (a) The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to or consent of any Holder:

  
 (i) to cure any ambiguity, omission, defect
or inconsistency; 
  
 (ii) to comply with Article
5; 
  
 (iii) to provide for uncertificated
Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
  
 (iv) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior
Indebtedness of the Company or a Subsidiary Guarantor (or any Representative thereof) under Article 10 or Article 12; 
  
 (v) to add additional Guarantees with respect to the Securities; 
  
 (vi) to secure the Securities; 
  
 (vii) to add to the covenants of the Company and the Restricted Subsidiaries for the benefit of the Holders
or to surrender any right or power herein conferred upon the Company; 
  
 (viii) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; 
  

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 (ix) to make any change that does not adversely affect the rights of any Holder; or

  
 (x) to provide for the issuance of the
Exchange Securities or Additional Securities, which shall have terms substantially identical in all material respects to the Initial Securities (except that the transfer restrictions contained in the Initial Securities shall be modified or
eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. 
  
 An amendment under this Section 9.01 may not make any change to Article 10 or Article 12 that adversely affects the rights of any holder of Senior
Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. 
  
 After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 
  
 SECTION 9.02. With Consent of Holders. 
  
 (a) The Company, the Subsidiary Guarantors and the Trustee may amend this
Indenture or the Securities without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or
exchange for the Securities). However, without the consent of each Holder affected, an amendment may not: 
  
 (i) reduce the amount of Securities whose Holders must consent to an amendment; 
  
 (ii) reduce the rate of or extend the time for payment of
interest (including additional interest, if any) on any Security; 
  
 (iii) reduce the principal of or change the Stated Maturity of any Security; 
  
 (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance
with Article 3; 
  
 (v) make any Security payable
in money other than that stated in the Security; 
  
 (vi) make any change to Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; 
  
 (vii) impair the right of any Holder to receive payment of principal of, and interest (including additional interest, if any) on, such
Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; 
  

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 (viii) make any change in Section 6.04 or 6.07 or the second sentence of this
Section 9.02; or 
  
 (ix) modify the
Subsidiary Guarantees in any manner adverse to the Holders. 
  
 It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
  
 An amendment under this Section 9.02 may not make any change to Article
10 or Article 12 that adversely affects the rights of any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to
give a consent) consent to such change. 
  
 After an amendment
under this Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 9.02. 
  
 SECTION 9.03.
Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect. 
  
 SECTION 9.04. Revocation and Effect of Consents and Waivers. 
  
 (a) A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of
that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Company certifying that the
requisite number of consents have been received. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Company or the Trustee of the requisite number of
consents, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture)
by the Company and the Trustee. 
  
 (b) The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
  

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 SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment. 
  
 SECTION 9.06. Trustee To Sign
Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company and the Subsidiary Guarantors enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 
  
 SECTION 9.07. Payment for Consent. Neither Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be
paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
  
 ARTICLE 10 
  
 Subordination 
  
 SECTION 10.01. Agreement To Subordinate. The Company agrees, and each Holder by accepting a Security agrees, that the Indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebtedness of the Company and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank equally in right of payment with all existing and future Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company that
is Senior Indebtedness of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. For purposes of this Article 10, the Indebtedness evidenced by the Securities shall be deemed to include any additional
interest payable pursuant to the provisions set forth in the Securities and the Registration Agreement. All provisions of this Article 10 shall be subject to Section 10.12. 
  

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 SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the
assets of the Company to its creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  
 (a) holders of Senior Indebtedness of the
Company shall be entitled to receive payment in full of such Senior Indebtedness before Holders shall be entitled to receive any payment of principal of or interest on the Securities; and 
  
 (b) until such Senior Indebtedness is paid in full any
payment or distribution to which Holders would be entitled but for this Article 10 shall be made to holders of such Senior Indebtedness as their interests may appear, except that the Holders may receive and retain Permitted Junior Securities .

  
 SECTION 10.03. Default on Senior Indebtedness. The
Company may not pay the principal of, premium (if any) or interest on the Securities, or make any deposit pursuant to Section 8.01, and may not otherwise purchase, repurchase, redeem or otherwise acquire or retire for value any Securities
(except that the Holders may receive and retain Permitted Junior Securities) (collectively, “pay the Securities”) if (a) any Designated Senior Indebtedness of the Company is not paid when due or (b) any other default on such
Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration
has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default
(other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the
Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (b) by repayment in full of such Designated Senior
Indebtedness or (c) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence
of this Section 10.03 and the following three sentences), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company
may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360 day period, irrespective of the number of defaults with 

  

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respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360 day period is given by or on behalf of any
holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, however, that in no event may the total number of days during
which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section, no default or event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative
of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 
  
 SECTION 10.04. Acceleration of Payment of Securities. If payment of
the Securities is accelerated because of an Event of Default, the Company or the Trustee (provided, that the Trustee shall have received written notice from the Company, on which notice the Trustee shall be entitled to conclusively rely) shall
promptly notify the holders of the Designated Senior Indebtedness of the Company (or its Representative) of the acceleration. If any Designated Senior Indebtedness of the Company is outstanding, the Company may not pay the Securities until five
Business Days after such holders or the Representative of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if this Article 10 otherwise permits payment at that time. 
  
 SECTION 10.05. When Distribution Must Be Paid Over. If a distribution
is made to Holders that because of this Article 10 should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Indebtedness of the Company and pay it over to them as their interests may
appear. 
  
 SECTION 10.06. Subrogation. After all Senior
Indebtedness of the Company is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made
under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the applicable Issuer and Holders, a payment by the Company on such Senior Indebtedness. 
  
 SECTION 10.07. Relative Rights. This Article 10 defines the relative
rights of Holders and holders of Senior Indebtedness of the Company. Nothing in this Indenture shall: 
  
 (a) impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of
and interest and additional interest, if any, on the Securities in accordance with their terms; or 
  
 (b) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior
Indebtedness of the Company to receive distributions otherwise payable to Holders. 
  

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 SECTION 10.08. Subordination May Not Be Impaired by Either Issuer. No right of any holder of
Senior Indebtedness of the Company to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 
  
 SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 10.03, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business
Days prior to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 10. The Company, the Registrar, the Paying Agent, a Representative or a holder of the
Company’s Senior Indebtedness may give the notice; provided, however, that, if an issue of either of the Issuer’s Senior Indebtedness has a Representative, only the Representative may give the notice. 
  
 The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to
the Company’s Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 or any other Section of this Indenture. 
  
 SECTION 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of the Company’s
Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any). 
  
 SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the Securities
by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities.

  
 SECTION 10.12. Trust Monies Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest and liquidated damages, if any,
on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness or any other creditor of the Company. 
  
 SECTION 10.13. Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or 

  

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other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives for the holders of Senior Indebtedness
of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10. 
  
 SECTION 10.14. Trustee To Effectuate
Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of
Senior Indebtedness of the Company as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  
 SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of the Company and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness of the Company
shall be entitled by virtue of this Article 10 or otherwise. 
  
 SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
  

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 ARTICLE 11 
  
 Subsidiary Guarantees 
  
 SECTION 11.01. Subsidiary Guarantees. 
  
 (a) Each Subsidiary Guarantor hereby jointly and severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to
each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including
obligations to the Trustee) and the Securities, whether for payment of principal of, interest on or additional interest, if any, in respect of the Securities and all other monetary obligations of the Company under this Indenture and the Securities
and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such
Subsidiary Guarantor, and that each such Subsidiary Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. 
  
 (b) Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the
Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise;
(ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by
any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the
ownership of such Subsidiary Guarantor, except as provided in Section 11.02(b). 
  
 (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would
be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s
obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being
initiated against such Subsidiary Guarantor. 
  

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 (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee
of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 
  
 (e) The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent
and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the relevant Subsidiary Guarantor and is made
subject to such provisions of this Indenture. 
  
 (f) Except as
expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce
any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity.

  
 (g) Each Subsidiary Guarantor agrees that its Subsidiary
Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of principal of or interest or additional interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization
of either of the Company or otherwise. 
  
 (h) In furtherance of
the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or additional
interest, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations,
(ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. 
  

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 (i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each
Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the
purposes of any Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 11.01.

  
 (j) Each Subsidiary Guarantor also agrees to pay any and all
costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. 
  
 (k) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
  
 SECTION 11.02. Limitation on Liability. 
  
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally. 
  
 (b) A Subsidiary Guarantee as to any Subsidiary Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 11
upon (i) any sale by the Company or any Subsidiary of the Company (or any pledgee of the Company) of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person or a group of Persons that is not
(either before or after giving effect to such transaction ) a Restricted Subsidiary of the Company; provided, however, that each such merger, consolidation or sale (or, in the case of a sale by such a pledgee, the disposition of the
proceeds of such sale) not be a violation of Section 4.06 and Section 5.01(b); (ii) the Company designating such Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable
provisions of this Indenture; (iii) such Subsidiary Guarantor being released from its Guarantee of, and all pledges and security interests granted in connection with, the Credit Agreement; or (iv) upon the Company’s exercise of its
legal defeasance option or covenant defeasance option pursuant to Section 8.01 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release (in the form provided by the Company). 
  

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 SECTION 11.03. Successors and Assigns. This Article 11 shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 
  
 SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by
statute or otherwise. 
  
 SECTION 11.05. Modification. No
modification, amendment or waiver of any provision of this Article 11, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or
demand in the same, similar or other circumstances. 
  
 SECTION
11.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article 11 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental
indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the
application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the
Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and or to such other matters as the Trustee may
reasonably request. 
  
 SECTION 11.07. Non-Impairment. The
failure to endorse a Subsidiary Guarantee on any Security shall not affect or impair the validity thereof. 
  

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 ARTICLE 12 
  
 Subordination of the Subsidiary Guarantees 
  
 SECTION 12.01. Agreement To Subordinate. Each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, that the obligations of
a Subsidiary Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Subsidiary Guarantor and that the
subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness of such Subsidiary Guarantor. The obligations hereunder with respect to a Subsidiary Guarantor shall in all respects rank equally in right of payment with
all existing and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall be senior in right of payment to all existing and future Subordinated Obligations of such Subsidiary Guarantor and only Indebtedness of such Subsidiary
Guarantor that is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein. 
  
 SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of a Subsidiary
Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor and
its properties: 
  
 (a) holders of Senior
Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness before Holders shall be entitled to receive any payment pursuant to any Guaranteed Obligations from such Subsidiary Guarantor; and

  
 (b) until the Senior Indebtedness of such
Subsidiary Guarantor is paid in full, any payment or distribution to which Holders would be entitled but for this Article 12 shall be made to holders of such Senior Indebtedness as their respective interests may appear, except that Holders may
receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness to at least the same extent as the Subsidiary Guarantees. 
  
 SECTION 12.03. Default on Designated Senior Indebtedness of a Subsidiary Guarantor. A Subsidiary Guarantor may not make any payment pursuant to any
of the Guaranteed Obligations or purchase, repurchase, redeem or otherwise acquire or retire for value any Securities (collectively, “pay its Guarantee”) if (a) any Designated Senior Indebtedness of such Subsidiary Guarantor is not
paid when due or (b) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case,
(i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full; provided, however, that such Subsidiary Guarantor may pay its Guarantee without regard
to the foregoing if such Subsidiary Guarantor and the Trustee receive 

  

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written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the
events in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated
Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace
periods, such Subsidiary Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor and the Company) of written notice (a
“Guarantee Blockage Notice”) of such default from the Representative of the holders of the Designated Senior Indebtedness of such Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (a) by written notice to the Trustee (with a copy to such Subsidiary Guarantor and the Company) from the Person or Persons who gave such Guarantee Blockage Notice,
(b) because such Designated Senior Indebtedness has been repaid in full or (c) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and the following three sentences), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall
have accelerated the maturity of such Designated Senior Indebtedness, such Subsidiary Guarantor may resume to paying its Subsidiary Guarantee after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee
Blockage Notice may be given with respect to a Subsidiary Guarantor in any consecutive 360 day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Subsidiary Guarantor during such period. However, if
any Guarantee Blockage Notice within such 360 day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Subsidiary Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give
another Guarantee Blockage Notice within such period; provided, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 
  
 SECTION 12.04. Demand for Payment. If payment of the Securities is accelerated because of an Event of Default and a demand for payment is made on a
Subsidiary Guarantor pursuant to Article 11, the Trustee (provided that the Trustee shall have received written notice from the Company or such Subsidiary Guarantor, on which notice the Trustee shall be entitled to conclusively rely) shall promptly
notify the holders of the Designated Senior Indebtedness of such Subsidiary Guarantor (or the Representative of such holders) of such demand. If any Designated Senior Indebtedness of such Subsidiary Guarantor is outstanding, such Subsidiary 

  

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Guarantor may not pay its Guarantee until five Business Days after such holders or the Representative of the holders of the Designated Senior Indebtedness of
such Subsidiary Guarantor receive notice of such demand and, thereafter, may pay its Guarantee only if this Article 12 otherwise permits payment at that time. 
  

SECTION 12.05. When Distribution Must Be Paid Over. If a payment or distribution is made to Holders that because of this Article 12 should not
have been made to them, the Holders who receive the payment or distribution shall hold such payment or distribution in trust for holders of the Senior Indebtedness of the relevant Subsidiary Guarantor and pay it over to them as their respective
interests may appear. 
  
 SECTION 12.06. Subrogation. After
all Senior Indebtedness of a Subsidiary Guarantor is paid in full and until the Securities are paid in full in cash, Holders shall be subrogated to the rights of holders of Senior Indebtedness of such Subsidiary Guarantor to receive distributions
applicable to Designated Senior Indebtedness of such Subsidiary Guarantor. A distribution made under this Article 12 to holders of Senior Indebtedness of such Subsidiary Guarantor which otherwise would have been made to Holders is not, as between
such Subsidiary Guarantor and Holders, a payment by such Subsidiary Guarantor on Senior Indebtedness of such Subsidiary Guarantor. 
  
 SECTION 12.07. Relative Rights. This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Subsidiary
Guarantor. Nothing in this Indenture shall: 
  
 (a) impair, as between a Subsidiary Guarantor and Holders, the obligation of a Subsidiary Guarantor which is absolute and unconditional, to make payments with respect to the Guaranteed Obligations to the extent set forth in Article 11; or

  
 (b) prevent the Trustee or any Holder from
exercising its available remedies upon a default by a Subsidiary Guarantor under its obligations with respect to the Guaranteed Obligations, subject to the rights of holders of Senior Indebtedness of such Subsidiary Guarantor to receive
distributions otherwise payable to Holders. 
  
 SECTION 12.08.
Subordination May Not Be Impaired by a Subsidiary Guarantor. No right of any holder of Senior Indebtedness of a Subsidiary Guarantor to enforce the subordination of the obligations of such Subsidiary Guarantor hereunder shall be impaired by
any act or failure to act by such Subsidiary Guarantor or by its failure to comply with this Indenture. 
  
 SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding Section 12.03, the Trustee or the Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the
Trustee receives notice satisfactory to it that payments may not be made under this Article 12. A Subsidiary Guarantor, the Registrar or co registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of a Subsidiary Guarantor
may give the notice; 

  

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provided, however, that if an issue of Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative may give the
notice. 
  
 The Trustee in its individual or any other capacity
may hold Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights
set forth in this Article 12 with respect to any Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7
shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 or any other Section of this Indenture. 
  
 SECTION 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness of a Subsidiary Guarantor, the distribution may be made and the notice given to their Representative (if any). 
  
 SECTION 12.11. Article 12 Not To Prevent Events of Default or Limit Right
To Accelerate. The failure of a Subsidiary Guarantor to make a payment on any of its obligations by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Subsidiary Guarantor under
such obligations. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Subsidiary Guarantor pursuant to Article 11. 
  
 SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are
pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives for the holders of Senior Indebtedness of a Subsidiary
Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of a Subsidiary Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this
Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable
to all actions or omissions of actions by the Trustee pursuant to this Article 12. 
  
 SECTION 12.13. Trustee To Effectuate Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on his or her behalf to take such action as 

  

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may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each of the
Subsidiary Guarantors as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  
 SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of a Subsidiary Guarantor. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of a Subsidiary Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the relevant Subsidiary Guarantor or any other Person, money or
assets to which any holders of Senior Indebtedness of such Subsidiary Guarantor shall be entitled by virtue of this Article 12 or otherwise. 
  
 SECTION 12.15. Reliance by Holders of Senior Indebtedness of a Subsidiary Guarantor on Subordination Provisions. Each Holder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Subsidiary Guarantor, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
  
 SECTION 12.16. Defeasance. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article 8 by the Trustee for the payment of principal of, and interest and additional interest on, the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of any Subsidiary Guarantor
or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to a Subsidiary Guarantor or any holder of Senior Indebtedness of Subsidiary Guarantor or any other creditor of a
Subsidiary Guarantor. 
  
 ARTICLE 13 
  
 Miscellaneous 
  
 SECTION 13.01. Trust Indenture Act Controls. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such
imposed duties or incorporated provision shall control. 
  
 SECTION 13.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: 
  
 if the Company: 
  
 Hawaiian Telcom Communications, Inc. 
 1177
Bishop Street 
 Honolulu, Hawaii 96813 
  
 Attention of: Chief Financial Officer 
 Telephone: (808) 546-4511 
  

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 with a copy to: 
  

Latham & Watkins LLP 
 885 Third
Avenue, Suite 1000 
 New York, NY 10022 
  
 Attention of: Gregory A. Ezring, Esq. 
 Telephone: (212) 906-1265 
  
 if to the Trustee:

  
 U.S. Bank National Association 
 225 Asylum Street 
 23rd Floor 
 Hartford,
CT 06103 
  
 Attention of: Corporate Trust Services (Hawaiian
Telcom Communications Inc. 12 1/2% Senior Subordinated Notes due 2015) Telephone: (860) 241-6820 
  
 The Company, or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

 
 Any notice or communication mailed to a Holder shall be mailed, first
class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
  
 Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
  
 SECTION 13.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA. 
  
 SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to
the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
  
 (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  

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 (b) if requested by the Trustee, an Opinion of Counsel in form reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
  
 SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
  
 (a) a statement that the individual making such certificate or opinion has read such covenant or condition; 
  
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
  
 SECTION 13.06. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company, any Subsidiary Guarantor or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any Subsidiary Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
  
 SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
  
 SECTION 13.08. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which banking institutions are not required by
law or regulation to be open in the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected. 
  

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 SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

 
 SECTION 13.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or any of the Subsidiary Guarantors, shall not have any liability for any obligations of the Company or any of the Subsidiary Guarantors under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

  
 SECTION 13.11. Successors. All agreements of the
Company and each Subsidiary Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
  
 SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
  

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

					
	 HAWAIIAN TELCOM COMMUNICATIONS, INC.

		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer

	
	 VERIZON HAWAII, INC.

		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer

	
	HAWAIIAN TELCOM SERVICES COMPANY, INC.
		
	 By:
	 	 /s/ Michael S. Ruley

	 	 	 Name:
	 	 Michael S. Ruley

	 	 	 Title:
	 	 Chief Executive Officer

	
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	 By:
	 	 /s/ Elizabeth C. Hammer

	 	 	 Name:
	 	 Elizabeth C. Hammer

	 	 	 Title:
	 	 Vice President



  

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 APPENDIX A 
  
 PROVISIONS RELATING TO ORIGINAL SECURITIES, 
 ADDITIONAL SECURITIES AND EXCHANGE SECURITIES 
  
 1. Definitions 
  
 1.1 Definitions

  
 For the purposes of this Appendix A the following terms shall
have the meanings indicated below: 
  
 “Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Global Security, to the extent
applicable to such transaction and as in effect from time to time. 
  
 “Definitive Security” means a certificated Initial Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law) that does not
include the Global Securities Legend. 
  
 “Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Securities are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the Issue Date with respect to such Securities. 
  
 “Depositary” means The Depository Trust Company,
its nominees and their respective successors. 
  
 “Global Securities Legend” means the legend set forth under that caption in Exhibit A to this Indenture. 
  
 “Initial Purchasers” means Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., ABN AMRO
Incorporated and Wachovia Capital Markets LLC. 
  
 “Purchase Agreement” means (a) the Purchase Agreement dated April 27, 2005, among the Company and the Initial Purchasers and, as of the Closing Date, the Subsidiary Guarantors and (b) any other similar Purchase
Agreement relating to Additional Securities. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means an offer by the Company, pursuant to a Registration Agreement, to certain Holders of Initial
Securities, to issue and deliver to such 










 
Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act. 

 
 “Registration Agreement” means (a) the
Exchange and Registration Rights Agreement dated May 2, 2005, among the Company and the Initial Purchasers and (b) any other similar Registration Rights Agreement relating to Additional Securities. 
  
 “Regulation S” means Regulation S under the
Securities Act. 
  
 “Regulation S
Securities” means all Initial Securities offered and sold outside the United States in reliance on Regulation S. 
  
 “Restricted Securities Legend” means the legend set forth in Section 2.3(e)(i) herein. 
  
 “Rule 144A” means Rule 144A under the Securities
Act. 
  
 “Rule 144A Securities” means
all Initial Securities offered and sold to QIBs in reliance on Rule 144A. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depositary) or any successor
person thereto, who shall initially be the Trustee. 
  
 “Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of Initial Securities pursuant to a Registration Agreement. 
  
 “Transfer Restricted Securities” means Definitive
Securities and any other Securities that bear or are required to bear the Restricted Securities Legend. 
  
 1.2 Other Definitions 
  

				
	 Term:

	  	Defined in Section:

	 
	 “Agent Members”
	  	2.1	(c)
	 “Global Security”
	  	2.1	(b)
	 “Permanent Regulation S Global Security”
	  	2.1	(b)
	 “Temporary Regulation S Global Security”
	  	2.1	(b)
	 “Rule 144A Global Security”
	  	2.1	(b)

  

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 2. The Securities 
  
 2.1 Form and Dating 
  
 (a) The Initial Securities issued on the date hereof will be (i) offered and sold by the Company pursuant to a Purchase Agreement and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others,
QIBs, purchasers in reliance on Regulation S. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more Purchase Agreements in accordance with applicable law. 
  
 (b) Global Securities. Rule 144A Securities shall be issued initially
in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”) and Regulation S Securities shall be issued initially in the form of one or more temporary global
Securities (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers
of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial
ownership interests in the Temporary Regulation S Global Security shall not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the “Permanent Regulation S Global Security”) or any other Security
without a Restricted Securities Legend until the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S
Global Security are owned either by non U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. The Rule 144A Global Security, the Temporary Regulation S Global Security
and the Permanent Regulation S Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”; provided, that the term “Global Security” when
used in Sections 2.1(b)(third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. 
  
 (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Security deposited with or on behalf
of the Depositary. 
  
 The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c) and Section 2.2 and pursuant to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Securities that (i) shall be registered
in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the
Trustee as Securities Custodian. 
  

 -3- 








 Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder
of a beneficial interest in any Global Security. 
  
 (d)
Definitive Securities. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. 
  
 2.2 Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by one Officer of the Company (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $150,000,000 (b) subject to the terms of this
Indenture, Additional Securities in an unlimited aggregate principal amount and (c) the Exchange Securities for issue only in a Registered Exchange Offer pursuant to a Registration Agreement and for a like principal amount of Initial Securities
exchanged pursuant thereto. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange
Securities. The aggregate principal amount of Securities outstanding at any time is unlimited. 
  
 2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: 
  
 (i) to register the transfer of such Definitive Securities;
or 
  
 (ii) to exchange such Definitive
Securities for an equal principal amount of Definitive Securities of other authorized denominations, 
  
 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for
transfer or exchange: 
  
 (1) shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and 
  

 -4- 








 (2) in the case of Transfer Restricted Securities, are accompanied by the following
additional information and documents, as applicable: 
  
 (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of
the Initial Security); or 
  
 (B) if such
Definitive Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Security); or 
  
 (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth on the reverse side of the Initial
Security) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i). 
  
 (b) Restrictions on Transfer of a Definitive Security for a Beneficial
Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly
endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: 
  
 (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred
(1) to a QIB in accordance with Rule 144A or (2) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and 
  
 (ii) written instructions directing the Trustee to make, or
to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions
to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged
and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then
outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate, a new Global Security in the appropriate principal amount. 
  

 -5- 








 (c) Transfer and Exchange of Global Securities. 
  
 (i) The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a
Global Security shall deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Security and the account of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred. Transfers by an owner of a beneficial interest in the Rule 144A Global Security to a transferee who takes delivery of such interest through either the Temporary Regulation S Global
Security or the Permanent Regulation S Global Security shall be made only upon receipt by the Trustee of a certification in the form provided on the reverse of the Initial Securities from the transferor to the effect that such transfer is being made
in accordance with Regulation S or (if available) Rule 144 under the Securities Act. 
  
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of Global Security from which such interest is being transferred. 
  
 (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be
transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. 
  
 (iv) In the event that a Global
Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such
transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company. 
  
 (d) Restrictions on Transfer of Temporary Regulation S Global
Security. (i) During the Distribution Compliance Period, beneficial ownership interests in the Temporary Regulation S Global Security may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (1) to
the Company, (2) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB 

  

 -6- 








 
that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule
144A, (3) in an offshore transaction in accordance with Regulation S, (4) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act or (5) pursuant to an
effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a
beneficial interest in the Temporary Regulation S Global Security to a transferee who takes delivery of such interest through the Rule 144A Global Security shall be made only in accordance with Applicable Procedures and upon receipt by the Trustee
of a written certification from the transferor of the beneficial interest in the form provided on the reverse of the Initial Security to the effect that such transfer is being made to a QIB within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A. Such written certification shall no longer be required after the expiration of the Distribution Compliance Period. 
  
 (ii) Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Security shall be transferable
in accordance with applicable law and the other terms of this Indenture. 
  
 (e) Legend. 
  
 (i) Except
as permitted by the following paragraphs (ii), (iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only): 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
  
 THE HOLDER
OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF EITHER OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), 

  

 -7- 








 
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES COMPLYING WITH RULE 903 OR 904
UNDER THE SECURITIES ACT OR(E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.” 
  
 Each Definitive Security shall
bear the following additional legend: 
  
 “IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

  
 (ii) Upon any sale or transfer of a Transfer Restricted
Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer
of such Transfer Restricted Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security).

  
 (iii) After a transfer of any Initial Securities during the
period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities all requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease to apply and the requirements that any such
Initial Securities be issued in global form shall continue to apply. 
  
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements
pertaining to Initial Securities that Initial Securities be issued in global form shall continue to apply, and Exchange Securities in 

  

 -8- 








 
global form without the Restricted Securities Legend shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

  
 (v) Upon a sale or transfer after the expiration of the
Distribution Compliance Period of any Initial Security acquired pursuant to Regulation S, all requirements that such Initial Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Initial Security
be issued in global form shall continue to apply. 
  
 (vi) Any
Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend. 
  
 (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for Definitive Securities, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to
reflect such reduction. 
  
 (g) Obligations with Respect to
Transfers and Exchanges of Securities. 
  
 (i) To permit
registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar’s request. 
  
 (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.07,
3.06, 4.06, 4.08 and 9.05 of this Indenture). 
  
 (iii) Prior to
the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the
purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by
notice to the contrary. 
  
 (iv) All Securities issued upon any
transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  

 -9- 








 (h) No Obligation of the Trustee. 
  
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a
participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices
and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The
rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners. 
  
 (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
  
 2.4 Definitive Securities

  
 (a) A Global Security deposited with the Depositary or with
the Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount
equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice or after the
Company become aware of such cessation, or (ii) an Event of Default has occurred and is continuing. 
  
 (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to
the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such
names as the Depositary shall direct. Any certificated Initial Security in the form of a Definitive Security 

  

 -10- 








 
delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e), bear the Restricted Securities
Legend. 
  
 (c) Subject to the provisions of Section 2.4(b),
the registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities. 
  
 (d) In the event of the
occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities in fully registered form without interest coupons.

  

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 EXHIBIT A 
  
 [FORM OF FACE OF INITIAL SECURITY] 
  
 [Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY
A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
  
 [Restricted Securities Legend] 
  
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
  
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF
THE ORIGINAL 










 
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 
  
 [Temporary Regulation S Global Security Legend] 
  
 EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF
THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE
OWNED EITHER BY NON U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE 

  

 -2- 








 
MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM. IN EACH OF CASES (A) THROUGH (E) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY
ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 
  
 BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH
EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS
PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS. 
  
 BENEFICIAL INTERESTS IN A RULE 144A GLOBAL
SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S, RULE 144 (IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE). 
  
 Each Definitive Security shall bear the
following additional legend: 
  
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 -3- 









			
	No.	 	$__________

  
 12 1/2% Senior Subordinated Note due 2015 
  
 CUSIP No. ______ 
 ISIN No. ______ 
  
 HAWAIIAN TELCOM COMMUNICATIONS, INC.,
a Delaware corporation promises to pay to Cede & Co., or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto]1 on May 1, 2015. 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 


	1	Use the Schedule of Increases and Decreases language if Note is in Global Form. 










 Additional provisions of this Security are set forth on the other side of this Security. 
  
 IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed. 
  

			
	HAWAIIAN TELCOM COMMUNICATIONS, INC.
		
	By:	 	 
	 	 	Name:
	 	 	Title:


  
 Dated: May 2, 2005 
  
 TRUSTEE’S CERTIFICATE OF 
 AUTHENTICATION 
  
 U.S. BANK NATIONAL ASSOCIATION, 
  
 as Trustee, certifies that this is 
 one of the Securities referred to 
 in the Indenture. 
  

			
		
	By:	 	 
	 	 	Authorized Signatory

  

	*/	If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES —
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 

  

 -2- 








 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 
  
 12 1/2% Senior Subordinated Note due 2015 
  

	1.	Interest 

  
 (a) HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company shall pay interest semiannually on May 1 and November 1 of each year. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from May 2, 2005 until the principal hereof is due. Interest shall be computed on the basis of a 360 day year of twelve 30 day months. 
  
 (b) Additional Interest. The Holder of this Security is entitled to
the benefits of a Registration Rights Agreement, dated as of May 2, 2005, among the Company and the Initial Purchasers named therein (the “Registration Agreement”). Capitalized terms used in this paragraph (b) but not defined
herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration
Agreement, the Shelf Registration Statement is not declared effective on or prior to the 365th day following the
Acquisition, the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the
Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act; provided, however, that in no event will such
additional interest exceed 1.00%. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period,
and such failure to remain effective or usable exists for more than 60 consecutive days or more than 90 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by
1.00% per annum commencing on the 61st or 91st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event
will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment
dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the
amount of any such additional interest. 
  

	2.	Method of Payment 

  
 The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the
April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect 










 
principal payments. The Company shall pay principal, premium, if any, additional interest, if any, and interest in money of the United States of America that
at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, additional interest, if any, and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments in respect of a certificated Security (including principal, premium, if any,
interest and additional interest, if any), at the office of the Paying Agent, except that, at the option of the Company, payment of interest or additional interest may be made by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

  
 Initially, U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent or Registrar without notice. Either the Company or any of the Company’s domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of May 2, 2005 (the “Indenture”), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and provisions. 
  
 The Securities are senior unsecured obligations of the Company. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, the
Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of securities under
the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The
Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to 

  

 -2- 








 
consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. 
  
 To guarantee the due and punctual payment of the principal, interest and
additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 

  
 Except as set forth in the following paragraphs, the Securities will not be redeemable at the option of the Company. The Securities may be redeemed, in
whole part or in part, at any time prior to May 1, 2010 at the option of the Company upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to
100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest (including additional interest, if any), to, the applicable redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date). Any such redemption will be made in accordance with the procedures set forth in the Indenture. 
  
 “Applicable Premium” means, with respect to a Security at any redemption date, the excess of (A) the present
value at such time of (1) the redemption price of such Security at May 1, 2010 (such redemption price being described below) plus (2) all required remaining interest payments due on such Security through May 1, 2010, computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security. 
  
 “Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the period from the redemption date to May 1, 2010; provided, however, that if the period from the redemption date to May 1, 2010 is not equal to the
constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United
States Treasury securities for which such yields are given, except that if the period from the redemption date to May 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used. 
  
 After May 1,
2010, the Company may redeem the Securities, in whole or in part, on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest
(including additional interest, if any) thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest (including additional interest, if any) due on the 

  

 -3- 








 
relevant interest payment date), if redeemed during the 12-month period commencing on May 1 of the years set forth below: 
  

				
	 Year

	  	Redemption Price

	 
	 2010
	  	106.250	%
	 2011
	  	104.167	%
	 2012
	  	102.083	%
	 2013 and thereafter
	  	100.000	%

  
 In addition, prior to
May 1, 2008 the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Qualified
Equity Offerings (i) by the Company or (ii) by Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a
redemption price equal to 112.500% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities (calculated
giving effect to any issuance of Additional Securities) remains outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities
being redeemed and otherwise in accordance with the procedures set forth in the Indenture. 
  

	6.	Sinking Fund 

  
 The Securities are not subject to any sinking fund. 
  

	7.	Notice of Redemption 

  
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest and
additional interest, if any, on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control and Asset Dispositions  

  
 Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the
Indenture, to cause the Company to purchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be purchased plus accrued and unpaid interest and additional interest, if
any, to, but 

  

 -4- 








 
not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due and additional interest,
if any, on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. 
  
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events.

  

	9.	Subordination 

  
 The Securities and Subsidiary Guarantees are subordinated to Senior Indebtedness, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness must be paid before the Securities and Subsidiary Guarantees may be paid. The Company and each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed. 
  

	11.	Persons Deemed Owners 

  
 Except as provided in paragraph 2 hereof, the registered Holder of this Security may be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest or additional interest, if any, remains unclaimed for two years, the Trustee and the Paying Agent shall
pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look to the Company for payment as general creditors and the Trustee
and the Paying Agent shall have no further liability with respect to such monies. 
  

	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time may terminate some of or all their obligations under the Securities and the Indenture if the
Company deposit with the 

  

 -5- 








 
Trustee cash in U.S. Dollars and/or non-callable U.S. Government Obligations for the payment of principal of, and interest and additional interest, if any,
on, the Securities to redemption or maturity, as the case may be. 
  

	14.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) to add Subsidiary
Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants for the benefit of the Holders or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to provide for the issuance of the Exchange Securities
or Additional Securities, which shall have terms substantially identical in all material respects to the Initial Securities (except that the transfer restrictions contained in the Initial Securities shall be modified or eliminated, as appropriate),
and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. 
  

	15.	Defaults and Remedies 

  
 If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and
is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of either of the Company occurs, the principal of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee
or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
  
 If an Event of Default occurs and is continuing, the Trustee shall be under
no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and
certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such


  

 -6- 








 
Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the
outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with
such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with
such request within such 60 day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action. 
  

	16.	Trustee Dealings with the Company 

  
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities. 
  

	18.	Authentication 

  
 This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
  

	19.	Abbreviations 

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

 -7- 









	20.	Governing Law 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

	21.	CUSIP and ISIN Numbers 

  
 The Company have caused CUSIP and ISIN numbers to be printed on the Securities and have directed the Trustee to use CUSIP and ISIN numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the
text of this Security. 
  

 -8- 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
  

 (Print or type assignee’s name, address and zip code) 
  
  

 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint
                                         agent to
transfer this Security on the books of the Company. The agent may substitute another to act for him. 
  

  
 Date: ________________   Your Signature:
_____________________ 
  
  

 Sign exactly as your name appears on the other side of this Security. 







 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION 
 OF TRANSFER RESTRICTED SECURITIES 
  
 This certificate relates to $                     principal
amount of Securities held in (check applicable space)              book-entry or              definitive form by
the undersigned. 
  
 The undersigned (check one
box below): 
  

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Security or Securities in definitive,
registered form of authorized denominations and in an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); 

  

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. 

  
 In connection with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  

	 	 ̈	to the Company; or 

  

	 	 ̈	to the Registrar for registration in the name of the Holder, without transfer; or 

  

	 	 ̈	pursuant to an effective registration statement under the Securities Act of 1933; or 

  

	 	 ̈	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or 

  

	 	 ̈	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or


  

	 	 ̈	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. 

  
 Unless one of the boxes is checked, the Trustee will refuse to register any
of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5) or (6) is checked, the Trustee may require, prior to registering any such
transfer of the Securities, such legal opinions, certifications and other information as the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933. 








									
	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 Your Signature

			
	 Signature Guarantee:
	 	 	 	 
					
	 Date:
	 	 	 	 	 	 	 	 
	 	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	 	 	 	 	 	 Signature of Signature Guarantee


  

 -2- 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
				
	 Dated:  
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	NOTICE: To be executed by an executive officer








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The initial principal amount of this Global Security is
$[            ]. The following increases or decreases in this Global Security have been made: 
  

									
	 Date of Exchange

	  	 Amount of decrease in
 Principal Amount of this
 Global Security

	  	 Amount of increase in
 Principal Amount of this
 Global Security

	  	 Principal amount of this
 Global Security following
 such decrease or increase

	  	 Signature of authorized
 signatory of Trustee or
 Securities Custodian










 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to 
 Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the Indenture, 
 check the box: 
  

			
	Asset Disposition  ̈	  	Change of Control  ̈

  
 If you want to
elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): 
  

									
	$	 	 	 	 
					
	Date: 	 	 	 	 	 	Your Signature: 	 	 
	(Sign exactly as your name appears on the other side of the Security)

  

			
	Signature Guarantee: 	 	 
	 	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee








 EXHIBIT B 
  
 [FORM OF FACE OF EXCHANGE SECURITY] 
  
 [Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 








			
	 No.
	  	$__________

  
 12 1/2% Senior Subordinated Note due 2015 
  
 CUSIP No. ______ 
 ISIN No. ______ 
  
 HAWAIIAN TELCOM COMMUNICATIONS, INC.,
a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of              Dollars] [listed on the Schedule of Increases or Decreases in
Global Security attached hereto]2 on May 1, 2015. 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 


	2	Use the Schedule of Increases and Decreases language if Note is in Global Form. 

  

 -2- 








 Additional provisions of this Security are set forth on the other side of this Security. 
  
 IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed. 
  

			
	HAWAIIAN TELCOM COMMUNICATIONS, INC.
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated: 
  
 TRUSTEE’S CERTIFICATE OF

 AUTHENTICATION 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,

	
	as Trustee, certifies that this is one of the Securities referred to in the Indenture.
		
	 By:
	 	 
	 	 	 Authorized Signatory


  

	*/	If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES —
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 

  

 -3- 








 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY] 
  
 12 1/2% Senior Subordinated Note due 2015 
  

	1.	Interest. 

  
 HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company shall pay interest semiannually on May 1 and November 1 of each year. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from May 2, 2005 until the principal hereof is due. Interest shall be computed on the basis of a 360 day year of twelve 30 day months. 
  

	2.	Method of Payment 

  
 The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the
April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented
by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments
in respect of a certificated Security (including principal, premium, if any, and interest), at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of
each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by
the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

  
 Initially, U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent or Registrar without notice. The Company or any of the Company’s domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of May 2, 2005 (the “Indenture”), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the 








 
“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to
all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
  
 The Securities are senior unsecured obligations of the Company. This Security is one of the [Original] [Additional]
Securities referred to in the Indenture. The Securities include the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the
Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all its property. 
  
 To guarantee the due and punctual payment of the principal, interest and additional interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior
basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 

  
 Except as set forth in the following paragraphs, the Securities will not be redeemable at the option of the Company. The Securities may be redeemed, in
whole part or in part, at any time prior to May 1, 2010 at the option of the Company upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to
100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest (including additional interest, if any), to, the applicable redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date). Any such redemption will be made in accordance with the procedures set forth in the Indenture. 
  
 “Applicable Premium” means, with respect to a Security at any redemption date, the excess of (A) the present
value at such time of (1) the redemption price of such Security at May 1, 2010 (such redemption price being described below) plus (2) all required remaining interest payments due on such Security through May 1, 2010, computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security. 
  
 “Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent 

  

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Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption date (or, if such
Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to May 1, 2010; provided, however, that if the period from the redemption
date to May 1, 2010 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to May 1, 2010 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year shall be used. 
  
 After May 1, 2010, the Company may redeem the Securities, in whole or in part, on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest (including additional interest, if any) thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest (including additional interest, if
any) due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 1 of the years set forth below: 
  

				
	 Year

	  	Redemption Price

	 
	 2010
	  	106.250	%
	 2011
	  	104.167	%
	 2012
	  	102.083	%
	 2013 and thereafter
	  	100.000	%

  
 In addition, prior to
May 1, 2008 the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Qualified
Equity Offerings (i) by the Company or (ii) by Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a
redemption price equal to 112.500% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities (calculated
giving effect to any issuance of Additional Securities) remains outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities
being redeemed and otherwise in accordance with the procedures set forth in the Indenture. 
  

	6.	Sinking Fund 

  
 The Securities are not subject to any sinking fund. 
  

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	7.	Notice of Redemption 

  
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest and
additional interest, if any, on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control and Asset Dispositions 

  
 Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the
Indenture, to cause the Company to purchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be purchased plus accrued and unpaid interest and additional interest, if
any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture. 
  
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

	9.	Subordination 

  
 The Securities and Subsidiary Guarantees are subordinated to Senior Indebtedness, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness must be paid before the Securities and Subsidiary Guarantees may be paid. The Company and each Subsidiary Guarantor agrees, and each Holder by accepting a Security agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

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	11.	Persons Deemed Owners 

  
 Except as provided in paragraph 2 hereof, the registered Holder of this Security may be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent shall pay the money back to the
Company at their written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look to the Company for payment as general creditors and the Trustee and the Paying Agent shall
have no further liability with respect to such monies. 
  

	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time may terminate some of or all their obligations under the Securities and the Indenture if the
Company deposits with the Trustee cash in U.S. Dollars and/or non-callable U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 
  

	14.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) to add Subsidiary
Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants for the benefit of the Holders or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to provide for the issuance of the Exchange Securities
or Additional Securities, which shall have terms substantially identical in all material respects to the Initial Securities (except that the transfer restrictions contained in the Initial Securities shall be modified or eliminated, as appropriate),
and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. 
  

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	15.	Defaults and Remedies 

  
 If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and
is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of either of the Company occurs, the principal of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee
or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
  
 If an Event of Default occurs and is continuing, the Trustee shall be under
no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and
certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such
Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy,
(iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of
security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60 day period. Subject to certain restrictions, the
Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal
liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	16.	Trustee Dealings with the Company 

  
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

 -6- 









	17.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities. 
  

	18.	Authentication 

  
 This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
  

	19.	Abbreviations 

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

	20.	Governing Law 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

	21.	CUSIP and ISIN Numbers 

  
 The Company has caused CUSIP and ISIN numbers to be printed on the Securities and have directed the Trustee to use CUSIP and ISIN numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the
text of this Security. 
  

 -7- 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
  

 (Print or type
assignee’s name, address and zip code) 
  
  

 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint
                         agent to transfer this Security on the books of the Company. The agent may substitute another to act for
him. 
  
  

  
 Date: ________________ Your Signature: _____________________ 
  
  

 Sign exactly as your name appears on the other side of this Security. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program
or other signature guarantor acceptable to the Trustee. 







 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to 
 Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the Indenture, 
 check the box: 
  

			
	Asset Disposition  ̈	  	Change of Control  ̈

  
 If you want to
elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): 
  
 $ 
  

									
					
	Date: 	 	 	 	 	 	Your Signature: 	 	 

 (Sign exactly as your name appears on the other side of the Security) 
  
 Signature Guarantee:                                  
                                        
                                        
                                        
                                        
                   
 Signature must be
guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee 







 [TO BE ATTACHED TO GLOBAL SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The initial principal amount of this Global Security is
$[            ]. The following increases or decreases in this Global Security have been made: 
  

									
	 Date of Exchange

	  	Amount of decrease in
Principal Amount of this
Global Security

	  	Amount of increase in
Principal Amount of this
Global Security

	  	Principal amount of this
Global Security following
such decrease or increase

	  	Signature of authorized
signatory of Trustee or
Securities Custodian










 EXHIBIT C 
  
 [FORM OF SUPPLEMENTAL INDENTURE] 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
                    , among [GUARANTOR] (the “New Guarantor”), a subsidiary of HAWAIIAN TELCOM COMMUNICATIONS, INC. (or its successor), a
Delaware corporation (the “Company”), [EXISTING GUARANTORS (the “Existing Guarantors”)] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the
“Trustee”). 
  
 W I T N E S S E T H : 
  
 WHEREAS the Company has heretofore executed and delivered to the Trustee an
Indenture (the “Indenture”) dated as of May 2, 2005, providing for the issuance of an aggregate principal amount of up to $150,000,000 of 12 1/2% Senior Subordinated Notes due 2015 (the “Securities”); 
  
 WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations under the
Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and 
  
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

  
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 
  
 1. Agreement to Guarantee. The New Guarantor hereby agrees to
unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities.

  
 2. Ratification of Indenture; Supplemental Indentures Part
of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
  
 3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE 








 
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 4. Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
  
 5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 
  
 6. Effect of
Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. 
  

			
	 [NEW GUARANTOR],

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	HAWAIIAN TELCOM COMMUNICATIONS, INC.
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

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