Indenture


  
 Exhibit 4.1

 Execution Version 
  

 
 INDENTURE 

Dated as of October 28, 2010 
 Among 
 ACCELLENT INC., 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 
 and 
 THE BANK OF NEW YORK MELLON, 

as Trustee 
 10%
SENIOR SUBORDINATED NOTES DUE 2017 
  
  






  
 CROSS-REFERENCE TABLE*

  

			
	 Trust Indenture Act Section
	  	  Indenture Section  
	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (a)(5)
	  	7.10
	  (b)
	  	7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	  (b)
	  	7.11
	  (c)
	  	N.A.
	 312(a)
	  	2.05
	  (b)
	  	14.03
	  (c)
	  	14.03
	 313(a)
	  	7.06
	  (b)(1)
	  	N.A.
	  (b)(2)
	  	7.06;7.07
	  (c)
	  	7.06;14.02
	  (d)
	  	7.06
	 314(a)
	  	4.03; 4.04; 14.02;
14.05
	  (b)
	  	N.A.
	  (c)(1)
	  	14.04
	  (c)(2)
	  	14.04
	  (c)(3)
	  	N.A.
	  (d)
	  	N.A.
	  (e)
	  	14.05
	  (f)
	  	N.A.
	 315(a)
	  	7.01
	  (b)
	  	7.05;14.02
	  (c)
	  	7.01
	  (d)
	  	7.01
	  (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	  (a)(1)(A)
	  	6.05
	  (a)(1)(B)
	  	6.04
	  (a)(2)
	  	N.A.
	  (b)
	  	6.07
	  (c)
	  	2.12;9.04
	 317(a)(1)
	  	6.08
	  (a)(2)
	  	6.12
	  (b)
	  	2.04
	 318(a)
	  	14.01
	  (b)
	  	N.A.
	  (c)
	  	14.01

 N.A. means not applicable.


	*	This Cross-Reference Table is not part of this Indenture. 







  
 TABLE OF CONTENTS

  

							
	 	    	 	  	Page	 
	
	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	    	 Definitions
	  	 	1	  
	 Section 1.02
	    	 Other Definitions
	  	 	30	  
	 Section 1.03
	    	 Incorporation by Reference of Trust Indenture Act
	  	 	31	  
	 Section 1.04
	    	 Rules of Construction
	  	 	31	  
	 Section 1.05
	    	 Acts of Holders
	  	 	32	  
	
	ARTICLE 2	  
	
	THE NOTES	  
			
	 Section 2.01
	    	 Form and Dating; Terms
	  	 	33	  
	 Section 2.02
	    	 Execution and Authentication
	  	 	35	  
	 Section 2.03
	    	 Registrar and Paying Agent
	  	 	35	  
	 Section 2.04
	    	 Paying Agent to Hold Money in Trust
	  	 	35	  
	 Section 2.05
	    	 Holder Lists
	  	 	36	  
	 Section 2.06
	    	 Transfer and Exchange
	  	 	36	  
	 Section 2.07
	    	 Replacement Notes
	  	 	48	  
	 Section 2.08
	    	 Outstanding Notes
	  	 	48	  
	 Section 2.09
	    	 Treasury Notes
	  	 	49	  
	 Section 2.10
	    	 Temporary Notes
	  	 	49	  
	 Section 2.11
	    	 Cancellation
	  	 	49	  
	 Section 2.12
	    	 Defaulted Interest
	  	 	50	  
	 Section 2.13
	    	 CUSIP and ISIN Numbers
	  	 	50	  
	
	ARTICLE 3	  
	
	REDEMPTION	  
			
	 Section 3.01
	    	 Notices to Trustee
	  	 	50	  
	 Section 3.02
	    	 Selection of Notes to Be Redeemed or Purchased
	  	 	51	  
	 Section 3.03
	    	 Notice of Redemption
	  	 	51	  
	 Section 3.04
	    	 Effect of Notice of Redemption
	  	 	52	  
	 Section 3.05
	    	 Deposit of Redemption or Purchase Price
	  	 	52	  
	 Section 3.06
	    	 Notes Redeemed or Purchased in Part
	  	 	53	  
	 Section 3.07
	    	 Optional Redemption
	  	 	53	  
	 Section 3.08
	    	 Mandatory Redemption
	  	 	54	  
	 Section 3.09
	    	 Offers to Repurchase by Application of Excess Proceeds
	  	 	54	  


  
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	 	    	 	  	Page	 
	
	ARTICLE 4	  
	
	COVENANTS	  
			
	 Section 4.01
	    	 Payment of Notes
	  	 	56	  
	 Section 4.02
	    	 Maintenance of Office or Agency
	  	 	56	  
	 Section 4.03
	    	 Reports and Other Information
	  	 	57	  
	 Section 4.04
	    	 Compliance Certificate
	  	 	57	  
	 Section 4.05
	    	 Taxes
	  	 	58	  
	 Section 4.06
	    	 Stay, Extension and Usury Laws
	  	 	58	  
	 Section 4.07
	    	 Limitation on Restricted Payments
	  	 	58	  
	 Section 4.08
	    	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	65	  
	 Section 4.09
	    	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	66	  
	 Section 4.10
	    	 Asset Sales
	  	 	72	  
	 Section 4.11
	    	 Transactions with Affiliates
	  	 	74	  
	 Section 4.12
	    	 Liens
	  	 	76	  
	 Section 4.13
	    	 Corporate Existence
	  	 	76	  
	 Section 4.14
	    	 Offer to Repurchase Upon Change of Control
	  	 	76	  
	 Section 4.15
	    	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	 	78	  
	 Section 4.16
	    	 Limitation on Layering
	  	 	79	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	 Section 5.01
	    	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	79	  
	 Section 5.02
	    	 Successor Corporation Substituted
	  	 	81	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	    	 Events of Default
	  	 	81	  
	 Section 6.02
	    	 Acceleration
	  	 	84	  
	 Section 6.03
	    	 Other Remedies
	  	 	84	  
	 Section 6.04
	    	 Waiver of Past Defaults
	  	 	85	  
	 Section 6.05
	    	 Control by Majority
	  	 	85	  
	 Section 6.06
	    	 Limitation on Suits
	  	 	85	  
	 Section 6.07
	    	 Rights of Holders of Notes to Receive Payment
	  	 	86	  
	 Section 6.08
	    	 Collection Suit by Trustee
	  	 	86	  
	 Section 6.09
	    	 Restoration of Rights and Remedies
	  	 	86	  
	 Section 6.10
	    	 Rights and Remedies Cumulative
	  	 	86	  
	 Section 6.11
	    	 Delay or Omission Not Waiver
	  	 	86	  
	 Section 6.12
	    	 Trustee May File Proofs of Claim
	  	 	87	  
	 Section 6.13
	    	 Priorities
	  	 	87	  
	 Section 6.14
	    	 Undertaking for Costs
	  	 	87	  


  
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	 	    	 	  	Page	 
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	 Section 7.01
	    	 Duties of Trustee
	  	 	88	  
	 Section 7.02
	    	 Rights of Trustee
	  	 	89	  
	 Section 7.03
	    	 Individual Rights of Trustee
	  	 	90	  
	 Section 7.04
	    	 Trustee’s Disclaimer
	  	 	90	  
	 Section 7.05
	    	 Notice of Defaults
	  	 	90	  
	 Section 7.06
	    	 Reports by Trustee to Holders of the Notes
	  	 	91	  
	 Section 7.07
	    	 Compensation and Indemnity
	  	 	91	  
	 Section 7.08
	    	 Replacement of Trustee
	  	 	92	  
	 Section 7.09
	    	 Successor Trustee by Merger, etc
	  	 	92	  
	 Section 7.10
	    	 Eligibility; Disqualification
	  	 	93	  
	 Section 7.11
	    	 Preferential Collection of Claims Against Issuer
	  	 	93	  
	
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	    	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	93	  
	 Section 8.02
	    	 Legal Defeasance and Discharge
	  	 	93	  
	 Section 8.03
	    	 Covenant Defeasance
	  	 	94	  
	 Section 8.04
	    	 Conditions to Legal or Covenant Defeasance
	  	 	94	  
	 Section 8.05
	    	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	 	96	  
	 Section 8.06
	    	 Repayment to Issuer
	  	 	96	  
	 Section 8.07
	    	 Reinstatement
	  	 	96	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	    	 Without Consent of Holders of Notes
	  	 	97	  
	 Section 9.02
	    	 With Consent of Holders of Notes
	  	 	98	  
	 Section 9.03
	    	 Compliance with Trust Indenture Act
	  	 	99	  
	 Section 9.04
	    	 Revocation and Effect of Consents
	  	 	99	  
	 Section 9.05
	    	 Notation on or Exchange of Notes
	  	 	100	  
	 Section 9.06
	    	 Trustee to Sign Amendments, etc
	  	 	100	  
	 Section 9.07
	    	 Payment for Consent
	  	 	100	  
	
	ARTICLE 10	  
	
	SUBORDINATION	  
			
	 Section 10.01
	    	 Agreement To Subordinate
	  	 	101	  
	 Section 10.02
	    	 Liquidation, Dissolution, Bankruptcy
	  	 	101	  
	 Section 10.03
	    	 Default on Senior Indebtedness of the Issuer
	  	 	101	  


  
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	 	    	 	  	Page	 
			
	 Section 10.04
	    	 Acceleration of Payment of Notes
	  	 	102	  
	 Section 10.05
	    	 When Distribution Must Be Paid Over
	  	 	103	  
	 Section 10.06
	    	 Subrogation
	  	 	103	  
	 Section 10.07
	    	 Relative Rights
	  	 	103	  
	 Section 10.08
	    	 Subordination May Not Be Impaired by Issuer
	  	 	103	  
	 Section 10.09
	    	 Rights of Trustee and Paying Agent
	  	 	103	  
	 Section 10.10
	    	 Distribution or Notice to Representative
	  	 	104	  
	 Section 10.11
	    	 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate
	  	 	104	  
	 Section 10.12
	    	 Trust Moneys Not Subordinated
	  	 	104	  
	 Section 10.13
	    	 Trustee Entitled To Rely
	  	 	104	  
	 Section 10.14
	    	 Trustee To Effectuate Subordination
	  	 	105	  
	 Section 10.15
	    	 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer
	  	 	105	  
	 Section 10.16
	    	 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions
	  	 	105	  
	
	ARTICLE 11	  
	
	GUARANTEES	  
			
	 Section 11.01
	    	 Guarantee
	  	 	106	  
	 Section 11.02
	    	 Limitation on Guarantor Liability
	  	 	107	  
	 Section 11.03
	    	 Execution and Delivery
	  	 	107	  
	 Section 11.04
	    	 Subrogation
	  	 	108	  
	 Section 11.05
	    	 Benefits Acknowledged
	  	 	108	  
	 Section 11.06
	    	 Release of Guarantees
	  	 	108	  
	
	ARTICLE 12	  
	
	SUBORDINATION OF GUARANTEES	  
			
	 Section 12.01
	    	 Agreement To Subordinate
	  	 	109	  
	 Section 12.02
	    	 Liquidation, Dissolution, Bankruptcy
	  	 	109	  
	 Section 12.03
	    	 Default on Senior Indebtedness of a Guarantor
	  	 	109	  
	 Section 12.04
	    	 Demand for Payment
	  	 	111	  
	 Section 12.05
	    	 When Distribution Must Be Paid Over
	  	 	111	  
	 Section 12.06
	    	 Subrogation
	  	 	111	  
	 Section 12.07
	    	 Relative Rights
	  	 	111	  
	 Section 12.08
	    	 Subordination May Not Be Impaired by a Guarantor
	  	 	112	  
	 Section 12.09
	    	 Rights of Trustee and Paying Agent
	  	 	112	  
	 Section 12.10
	    	 Distribution or Notice to Representative
	  	 	112	  
	 Section 12.11
	    	 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment
	  	 	112	  
	 Section 12.12
	    	 Trust Moneys Not Subordinated
	  	 	112	  
	 Section 12.13
	    	 Trustee Entitled To Rely
	  	 	113	  
	 Section 12.14
	    	 Trustee To Effectuate Subordination
	  	 	113	  
	 Section 12.15
	    	 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors
	  	 	113	  
	 Section 12.16
	    	 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions
	  	 	113	  


  
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	 	    	 	  	Page	 
	
	ARTICLE 13	  
	
	SATISFACTION AND DISCHARGE	  
			
	 Section 13.01
	    	 Satisfaction and Discharge
	  	 	114	  
	 Section 13.02
	    	 Application of Trust Money
	  	 	115	  
	
	ARTICLE 14	  
	
	MISCELLANEOUS	  
			
	 Section 14.01
	    	 Trust Indenture Act Controls
	  	 	115	  
	 Section 14.02
	    	 Notices
	  	 	116	  
	 Section 14.03
	    	 Communication by Holders of Notes with Other Holders of Notes
	  	 	117	  
	 Section 14.04
	    	 Certificate and Opinion as to Conditions Precedent
	  	 	117	  
	 Section 14.05
	    	 Statements Required in Certificate or Opinion
	  	 	117	  
	 Section 14.06
	    	 Rules by Trustee and Agents
	  	 	117	  
	 Section 14.07
	    	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	118	  
	 Section 14.08
	    	 Governing Law
	  	 	118	  
	 Section 14.09
	    	 Waiver of Jury Trial
	  	 	118	  
	 Section 14.10
	    	 Force Majeure
	  	 	118	  
	 Section 14.11
	    	 No Adverse Interpretation of Other Agreements
	  	 	118	  
	 Section 14.12
	    	 Successors
	  	 	118	  
	 Section 14.13
	    	 Severability
	  	 	118	  
	 Section 14.14
	    	 Counterpart Originals
	  	 	119	  
	 Section 14.15
	    	 Table of Contents, Headings, etc
	  	 	119	  
	 Section 14.16
	    	 Qualification of Indenture
	  	 	119	  
		
	EXHIBITS	  			
			
	 Exhibit A
	    	 Form of Note
	  			
	 Exhibit B
	    	 Form of Certificate of Transfer
	  			
	 Exhibit C
	    	 Form of Certificate of Exchange
	  			
	 Exhibit D
	    	 Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	  			


  
 -v-








  
 INDENTURE, dated as of
October 28, 2010, among Accellent Inc., a Maryland corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon, a New York banking corporation, as Trustee.

 W I T N E S S E T H 

WHEREAS, the Issuer has duly authorized the creation of an issue of $315,000,000 aggregate principal amount of 10% Senior
Subordinated Notes due 2017 (the “Initial Notes”); 
 WHEREAS, the Issuer and each of the Guarantors has duly
authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “144A Global Note” means a
Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in
a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired
Indebtedness” means, with respect to any specified Person, 
 (1) Indebtedness of any other Person
existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming
a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person. 
 “Additional Interest” means all additional interest then owing pursuant
to the Registration Rights Agreement. 
 “Additional Notes” means additional Notes (other than the Initial
Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 






  

“Agent” means any Registrar or Paying Agent. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such Note; and 
 (2) the
excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at November 1, 2013 (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required
interest payments due on such Note through November 1, 2013 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over
(b) the principal amount of such Note. 
 “Applicable Procedures” means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means: 
 (1) the sale, conveyance,
transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to
in this definition as a “disposition”); or 
 (2) the issuance or sale of Equity Interests of
any Restricted Subsidiary, whether in a single transaction or a series of related transactions; 
 in each case, other than: 

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary
course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a
Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or Permitted Investment
that is permitted to be made, and is made, under Section 4.07 hereof; 
 (d) any disposition of assets or
issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $10.0 million; 

  
 -2-








  
 (e) any
disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer; 

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property
(excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sub-lease of any real
or personal property in the ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or
Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i) foreclosures on assets; 

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and 

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after
the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture. 

“Bank Product Obligations” means, with respect to any Person, the obligations of such Person under (a) credit card
programs, (b) credit card processing services, (c) debit card programs, (d) stored value card programs, (e) purchase card programs (including so-called “procurement cards” or “P-cards”), or (f) cash
management or related services. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors. 
 “beneficial ownership” 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 such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have
beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. 

“Borrowing Base” means, as of any date, an amount equal to the sum of (x) 85% of the book value of the accounts
receivable and (y) 65% of the book value of the inventory, in each case of the Issuer and the Guarantors on a consolidated basis as of the end of the most recently completed fiscal quarter preceding such date for which internal financial
statements are available. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

 “Business Day” means each day which is not a Legal Holiday. 

“Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 

  
 -3-








  
 (2) in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) in accordance with GAAP. 
 “Cash Equivalents” means: 

(1) United States dollars; 
 (2)(a) euro, or any national currency of any participating member state of the EMU; or 
 (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency
or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0
million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5)
repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24
months after the date of creation thereof; 
 (7) marketable short-term money market and similar securities
having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case
maturing within 24 months after the date of creation thereof; 
 (8) investment funds investing 95% of their
assets in securities of the types described in clauses (1) through (7) above; 

  
 -4-








  
 (9)
readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities
of 24 months or less from the date of acquisition; 
 (10) Indebtedness or Preferred Stock issued by Persons
with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated
AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in
clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such
amounts. 
 “Change of Control” means the occurrence of any of the following: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of
the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the
Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) 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 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 of 50% or more of the total voting power of the Voting Stock of the
Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer. 
 “Clearstream” means Clearstream Banking, Société Anonyme. 
 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization
of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges 

  
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owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and
(z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less 

(3) interest income for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any
Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication, 
 (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all
fees and expenses relating thereto) or expenses, severance, relocation costs, executive recruiting costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded, 

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during
such period, 
 (3) any after-tax effect of income (loss) from disposed or discontinued operations and any net
after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 
 (4)
any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded, 

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, 
 (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary
(other than any Guarantor) shall be excluded if the declaration or payment of 

  
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dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless
such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other
payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 

(7) any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and
No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, 
 (8)
effects of adjustments in any line item in such Person’s consolidated financial statements required or permitted by the Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from the application of purchase accounting in
relation to any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded, 
 (9) any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, and 
 (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a)
hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted
Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any
distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof. 

“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 

  
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 (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. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or
such other address as to which the Trustee may give notice to the Holders and the Issuer. 
 “Credit
Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper
facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans,
notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

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

 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an
Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof
and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the
Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable
provision of this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash
consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other
than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation
set forth in clause (3) of Section 4.07(a) hereof. 

  
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 “Designated
Senior Indebtedness” means: 
 (1) any Indebtedness outstanding under the Senior Credit Facilities; and

 (2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is
$50.0 million or more and that has been designated by the Issuer as “Designated Senior Indebtedness.” 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the
terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to
a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the
maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer 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 Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign
Subsidiary. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period 
 (1) increased (without duplication) by: 

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar
taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus 

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not
added back) in calculating such Consolidated Net Income; plus 
 (c) Consolidated Depreciation and
Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture 

  
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(including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any
amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 
 (e) the amount of any restructuring charge or reserve or other plant closure cost deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred
in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus 
 (f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve
for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

 (g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority
equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the
Investors to the extent otherwise permitted under Section 4.11 hereof; plus 
 (i) the amount of
loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus 
 (j) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any
stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than
Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; 

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period,
excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and 

(3) increased or decreased by (without duplication): 

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial
Accounting Standards No. 133; plus or minus, as applicable, and 

  
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 (b) any
net gain or loss resulting in such period from currency translation gains or losses related to non-operating currency transactions (including any net loss or gain resulting from hedge agreements for currency exchange risk); plus or minus, as
applicable. 
 “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock,
but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity
Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock
registered on Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Existing Senior Subordinated Notes” means the Issuer’s 10 1/2% Senior Subordinated Notes due 2013 outstanding on
the Issuer Date. 
 “Exchange Notes” means the Notes (including any related Guarantees) issued in the
Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the
applicable Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth
in the Registration Rights Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities
or Qualified Proceeds received by the Issuer from 
 (1) contributions to its common equity capital, and

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

  
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 in each case designated as Excluded
Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from
the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems,
retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving Credit Facilities unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred
Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed
Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such
issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been
made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated
on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had
occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the
beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations
shall be made in good faith by the chief financial officer of the Issuer. 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 Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). 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 Issuer 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 revolving Credit Facilities computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set
forth in the first paragraph of this definition. 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 Issuer may designate. 

  
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 “Fixed
Charges” means, with respect to any Person for any period, the sum of: 
 (1) Consolidated Interest
Expense of such Person for such period; 
 (2) all cash dividends or other distributions paid (excluding items
eliminated in consolidation) on any series of Preferred Stock during such period; and 
 (3) all cash dividends
or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof
or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally
accepted accounting principles in the United States which are in effect on the Issue Date. 
 “Global Note
Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in
accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 
 “Government Securities” means
securities that are: 
 (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or 
 (2) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters
of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture. 

  
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“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for
the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Indebtedness” means, with respect to any Person, without duplication: 

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(a) in respect of borrowed money; 
 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); 

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease
Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade or similar creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such
obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or 
 (d)
representing any Hedging Obligations; 
 if and to the extent that any of the foregoing Indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor
or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for
collection in the ordinary course of business; and 
 (3) to the extent not otherwise included, the obligations
of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or
(b) obligations under or in respect of Receivables Facilities. 

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

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged
in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Notes” as defined in the recitals hereto. 

“Initial Purchasers” means Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, KKR Capital Markets LLC,
Wells Fargo Securities, LLC and UBS Securities LLC. 
 “Interest Payment Date” means May 1 and
November 1 of each year to stated maturity. 
 “Investment Grade Rating” means a rating equal to or higher
than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 
 (1)
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); 

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments
constituting loans or advances among the Issuer and its Subsidiaries; 
 (3) investments in any fund that invests
exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

 “Investments” means, with respect to any Person, all investments by such Person in other Persons (including
Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in
the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet
(excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted
Subsidiary” and Section 4.07 hereof: 
 (1) “Investments” shall include the portion
(proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that 

  
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upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount
(if positive) equal to: 
 (a) the Issuer “Investment” in such Subsidiary at the time of such
redesignation; less 
 (b) the portion (proportionate to the Issuer Equity Interest in such Subsidiary) of the
fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer. 

“Investors” means Kohlberg Kravis Roberts & Co. L.P. and Bain Capital and their respective Affiliates but not
including, however, any portfolio companies of any of the foregoing. 
 “Issue Date” means October 28,
2010. 
 “Issuer” means Accellent Inc. 

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be
the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the
Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with respect to any
asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

 “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted
Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs


  
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relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions,
any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of
principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by
the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale
or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

“Non-U.S. Person” means a Person who is not a U.S. Person. 

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture.
For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon
transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series. 
 “Obligations”
means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Offering Circular” means the offering circular, dated October 20, 2010, relating to the sale of the Initial Notes.

 “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the
President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or of any other Person, as the case may be. 
 “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of any other Person, as the case may be, who must be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or such other Person, that meets the requirements set forth in this Indenture. 

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

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of
Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10
hereof. 

  
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 “Permitted
Holders” means each of the Investors and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the
existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent
companies. 
 “Permitted Investments” means: 

(1) any Investment in the Issuer or any of its Restricted Subsidiaries; 

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business
if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 
 and, in
each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities
and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Issue Date; 

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by the Issuer 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 
 (b) as a result of a foreclosure by the Issuer 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;

 (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof; 

  
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 (8) any
Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $40.0 million and
(y) 4% 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); 

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any
of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof; 

(10) guarantees of Indebtedness permitted under Section 4.09 hereof; 

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the
provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof); 
 (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 
 (13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect
to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $20.0 million and (y) 1.5% 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); 
 (14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer are necessary or advisable to effect any Receivables Facility; 

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one
time, in the aggregate; and 
 (16) loans and advances to officers, directors and employees for business-related
travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or
indirect parent company thereof. 
 “Permitted Junior Securities” means: 

(1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or 

(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange
for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture; 

  
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 provided that the term
“Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such
plan of reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization 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. 

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

(1) pledges or deposits by such Person under workmen’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 U.S. 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 overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good
faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory
requirements 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) survey exceptions, 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 properties 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 permitted to be incurred pursuant to clause (4), (12)(b), (18) or (19) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted
to be incurred pursuant to clause (18) extend only to the assets of Foreign Subsidiaries; 
 (7) Liens
existing on the Issue Date; 
 (8) Liens on property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in 

  
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contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any of
its Restricted Subsidiaries; 
 (9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired
the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in
contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted
Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging
Obligations so long as related Indebtedness (if any) is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations and Liens securing Bank Product Obligations; 

(12) 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; 

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not
materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

 (15) Liens in favor of the Issuer or any Guarantor; 

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to
the Issuer’s clients; 
 (17) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); 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 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 described under clauses (6), (7), (8) and (9) 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 refinancing, refunding, extension, renewal or replacement; 

  
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 (19)
deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (20) other Liens
securing obligations incurred in the ordinary course of business which obligations do not exceed $30.0 million at any one time outstanding; 
 (21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any
appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (23) Liens (i) of a
collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of
business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09
hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of
business and not for speculative purposes; and 
 (26) Liens that are contractual rights of set-off
(i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or
any of its Restricted Subsidiaries in the ordinary course of business. 
 For purposes of determining compliance
with this definition, (A) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (B) in the event that a Lien
(or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described above, the Issuer shall, in its sole discretion, classify (but not reclassify) such item of Permitted Liens (or any portion thereof) in any
manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Liens in one of the above clauses and such Lien will be treated as having been incurred pursuant to only one of such
clauses. 

  
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 For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued
under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “Public Equity
Offering” means any public sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock
registered on Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 

(3) any such public sale that constitutes an Excluded Contribution. 

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

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar
Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating
agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 
 “Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the
Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary)
pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a
Person that is not a Restricted Subsidiary. 
 “Receivables Fees” means distributions or payments made directly
or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.


  
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 “Receivables
Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto. 

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means
April 15 or October 15 (whether or not a Business Day) next preceding such Interest Payment Date. 

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement with respect to the Notes dated as
of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements
between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under
the Securities Act. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as
applicable. 
 “Regulation S Permanent Global Note” means a permanent Global Note in the form of
Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary
Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof. 

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business,
provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a
Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.

 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice president, 

  
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assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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

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

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

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign
Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
“Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act.

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

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

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

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its
rating agency business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by
the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

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

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Senior Credit Facilities” means the credit facility under the Credit Agreement,
dated as of January 29, 2010, by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder, and Wells Fargo Capital Finance, LLC, as Administrative Agent and as Collateral Agent, including any notes, mortgages,
guarantees, collateral documents, instruments and agreements executed in 

  
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connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial
paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 

“Senior Indebtedness” means: 
 (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy
or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any
and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any
bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such
Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture,
including the Senior Secured Notes and the related Guarantees, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Senior Subordinated Notes or any
related Guarantee; and 
 (4) all Obligations with respect to the items listed in the preceding clauses (1),
(2) and (3); 
 provided, however, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to the Issuer or any of its Subsidiaries; 

(b) any liability for federal, state, local or other taxes owed or owing by such Person; 

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; 

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other
Indebtedness or other Obligation of such Person; or 
 (e) that portion of any Indebtedness which at the time of
incurrence is incurred in violation of this Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness


  
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consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence
of such Indebtedness violated this Indenture and (b) shall have receive a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture. 

“Senior Secured Notes” means the Issuer’s $400,000,000 aggregate principal amount of 8 3/8% Senior Secured Notes due 2017 outstanding on the
Issue Date. 
 “Senior Subordinated Indebtedness” means: 

(1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuer; and

 (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such
entity of Notes. 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted
Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto. 

“Subordinated Indebtedness” means, with respect to the Notes, 

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and 

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such
entity of the Notes 
 “Subsidiary” means, with respect to any Person: 

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

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

  
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 (x)
more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person
as may be expressly stated. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of
such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that 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 of similar market data)) most nearly equal to the period from the Redemption Date to November 1, 2013; provided,
however, that if the period from the Redemption Date to November 1, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C
§§ 77aaa-777bbbb). 
 “Trustee” means The Bank of New York Mellon, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached
hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing
Notes that do not bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the
Issuer, as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely
any Subsidiary of the Subsidiary to be so designated); provided that 

  
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 (1) any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a
similar function are owned, directly or indirectly, by the Issuer; 
 (2) such designation complies with
Section 4.07 hereof; and 
 (3) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which
the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 
 The Issuer may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
described in Section 4.09(a) hereof; or 
 (2) the Fixed Charge Coverage Ratio for the Issuer its Restricted
Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, 
 in each
case on a pro forma basis taking into account such designation. 
 Any such designation by the Issuer shall be notified
by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. person as defined in Rule
902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of directors of such Person. 
 “Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 

(2) the sum of all such payments. 

  
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 “Wholly-Owned
Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned
Subsidiaries of such Person. 
 Section 1.02 Other Definitions. 

 

			
	 Term
	  	Defined in
Section
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Blockage Notice”
	  	10.03
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Guarantee Blockage Notice”
	  	12.03
	 “Guarantee Payment Blockage Period”
	  	12.03
	 “Guarantor Payment Default”
	  	12.03
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Non-Guarantor Payment Default”
	  	12.03
	 “Non-Payment Default”
	  	10.03
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “pay its Guarantee”
	  	12.03
	 “pay the Notes”
	  	10.03
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Period”
	  	10.03
	 “Payment Default”
	  	10.03
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Treasury Capital Stock”
	  	4.07


  
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 Section 1.03 Incorporation by
Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this
Indenture have the following meanings: 
 “indenture securities” means the Notes; 

“indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor
obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
 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) words in the singular include the plural, and in the plural include the singular; 

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

(f) provisions apply to successive events and transactions; 

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires,
any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 

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

Section 1.05 Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or
both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any
purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an
individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note
Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any
Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the
circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or
consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or
in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do
so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action
taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

  
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 (g) Without limiting
the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s
standing instructions and customary practices. 
 (h) The Issuer may fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 

ARTICLE 2 
 THE
NOTES 
 Section 2.01 Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. 

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

  
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 (c) Temporary
Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial
ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 

(ii) an Officer’s Certificate from the Issuer. 

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee,
as the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a
Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and
form a single class with the Initial Notes and shall have the same terms as to status, waivers, amendments, offers to repurchase, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes
shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 

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

  
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 Section 2.02 Execution and
Authentication. 
 At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any
purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and
delivered under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an
“Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an
aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of
Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03 Registrar and Paying Agent. 
 The Issuer shall maintain an
office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a
register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes. 
 The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as
Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuer 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, premium, if any, or Additional Interest, if any, or interest on the 

  
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Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money.
If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer,
the Trustee shall serve as Paying Agent for the Notes. 
 Section 2.05 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 all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act
Section 312(a). 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or
unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, (ii) subject to
the procedures of the Depositary, the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, or (iii) there shall have occurred and be continuing a Default with respect to the Notes.
Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for
Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

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

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers
and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited
with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to
Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 
 (A) if the
transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 

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

 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in
an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is
an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by
a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in
a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

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

  
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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial
Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i), (ii) or (iii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 

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

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.


  
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 (ii) Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or
transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of
the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of
Section 2.06(a) hereof and if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global
Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii)


  
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hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and
the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect
Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the
Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such
Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred
to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note,
in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 

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

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of
Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder
of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

  
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 (e) Transfer and
Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 

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

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) any such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that
(x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and
(ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are
not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by
the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange
Offer, shall be treated as a single class of securities under this Indenture. 

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

(i) Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially
the following form: 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS ONE YEAR IN THE CASE OF RULE 144A NOTES, AND 40 DAYS IN THE CASE OF REGULATION S NOTES AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO THE ISSUER, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (II) OR (III) 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, IN EACH OF CASES (I) THROUGH
(V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
 (ii)
Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.” 

  
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 (iii) Regulation S
Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form: 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY
NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
 (h) Cancellation and/or Adjustment
of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note
shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the
transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. 

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

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to
Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like
aggregate principal amount. 
 (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized
denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07 Replacement Notes.

 If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its
satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required
by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them
may suffer if a Note is replaced. The Issuer and the Trustee may charge for their expenses in replacing a Note. 
 Every
replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note. 

  
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 If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date,
money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes
or any Affiliate of the Issuer or of such other obligor. 
 Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

 Section 2.11 Cancellation. 
 The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that
have been delivered to the Trustee for cancellation. 

  
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 Section 2.12 Defaulted
Interest. 
 If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment
date and the amount of such interest to be paid. 
 Subject to the foregoing provisions of this Section 2.12 and for
greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

 Section 2.13 CUSIP and ISIN Numbers 
 The Issuer in issuing the Notes may use CUSIP numbers and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers and/or ISIN numbers in notices of redemption as a
convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the CUSIP
numbers and ISIN numbers. 
 ARTICLE 3 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days
before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or
subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price. 

  
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 Section 3.02 Selection of
Notes to Be Redeemed or Purchased. 
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase
at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes
are listed or (b) on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note
selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; no Notes of $2,000 or less
can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 
 Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or
Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional. 
 The
notice shall identify the Notes to be redeemed and shall state: 
 (a) the redemption date; 

(b) the redemption price; 
 (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes
in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 

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

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

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 

  
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 (g) the
paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; 
 (h) that no representation is made as to the correctness or accuracy of the CUSIP number and ISIN number, if any, listed in such notice or printed on the Notes; and 

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense;
provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be
agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Section 3.04 Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as
provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or
any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption
date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
 Section 3.05 Deposit of Redemption or Purchase
Price. 
 Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying
Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or
purchased. 
 If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase
date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and
unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for
redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any
interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

  
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 Section 3.06 Notes Redeemed or
Purchased in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee
shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased;
provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not
an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 
 Section 3.07 Optional
Redemption. 
 (a) At any time prior to November 1, 2013, the Issuer may redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant
Interest Payment Date. 
 (b) Until November 1, 2013, the Issuer may, at its option, redeem up to 35% of the aggregate
principal amount of Notes issued by it at a redemption price equal to 110.00% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the
right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Public Equity Offerings; provided that at least 65% of the sum of the
aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption;
provided further that each such redemption occurs within 90 days of the date of closing of each such Public Equity Offering. Notice of any redemption upon any Public Equity Offering may be given prior to the redemption thereof, and any
such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering. 

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s
option prior to November 1, 2013. 
 (d) On and after November 1, 2013, the Issuer may redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption
prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes
of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 

 

					
	 Year
	  	    Percentage    	 
	 2013
	  	 	107.500	% 
	 2014
	  	 	105.000	% 
	 2015
	  	 	102.500	% 
	 2016 and thereafter
	  	 	100.000	% 


  
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 (e) Any redemption
pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08
Mandatory Redemption. 
 The Issuer shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes. 
 Section 3.09 Offers to Repurchase by Application of Excess Proceeds. 

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow
the procedures specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase
Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable, as provided in Section 4.10
hereof), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and
unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall
send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer
shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 

(ii) the Offer Amount, the purchase price and the Purchase Date; 

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

  
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 (iv)
that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; 

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a
minimum denomination of $2,000 or an integral multiple of $1,000 in excess of $2,000; 
 (vi) that Holders
electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to
the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a
telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof
exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such
adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased); and 

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuer, the Depositary
or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall
promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything
in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered
representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000, in excess of $2,000. Any Note not so accepted shall be
promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

  
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 Other than as
specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4 

COVENANTS 
 Section 4.01
Payment of Notes. 
 The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if
any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a
Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement. 
 The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02
Maintenance of Office or Agency. 
 The Issuer shall maintain in the Borough of Manhattan in the City of New York an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

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

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with
Section 2.03 hereof. 

  
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 Section 4.03 Reports and Other
Information. 
 (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available
to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and after the Issue Date, 

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with
respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required
in such successor or comparable form; 
 (2) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on
Form 8-K, or any successor or comparable form; and 
 (4) any other information, documents and other reports
that the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 
 in each case, in a
manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer
shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such
information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, for so long as any of the Notes are outstanding, the Issuer shall furnish to Holders and to
securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial
information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. 
 Section 4.04 Compliance Certificate. 
 (a) The Issuer and each
Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive
officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer
with a 

  
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view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to
the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of
Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or
certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 
 Section 4.05 Taxes. 
 The Issuer shall pay, and shall cause each of its
Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws. 

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, 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 has been enacted. 

Section 4.07 Limitation on Restricted Payments. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution
payable in connection with any merger or consolidation other than: 
 (A) dividends or distributions by the
Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or 
 (B) dividends or
distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a
Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 

  
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 (II) purchase, redeem, defease or otherwise acquire or retire for value any
Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any
Subordinated Indebtedness, other than: 
 (A) Indebtedness permitted under clauses (7) and (8) of
Section 4.09(b) hereof; or 
 (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness
purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 

(IV) make any Restricted Investment 
 (all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted
Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

 (2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur
$1.00 of additional Indebtedness under Section 4.09(a) hereof; and 
 (3) such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after April 1, 2010 (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on
Refunding Capital Stock pursuant to clause (b) thereof only), (4), (6)(c), (9) and (13) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of
(without duplication): 
 (a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one
accounting period) beginning April 1, 2010, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net
Income for such period is a deficit, minus 100% of such deficit; plus 

  
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 (b)
100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after April 1, 2010 (other than net cash proceeds
to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 

(i)(A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market
value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of: 
 (x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after April 1, 2010 to
the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 
 (y) Designated Preferred Stock 
 and (B) to the extent such net cash proceeds
are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent
such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or 
 (ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer; 
 provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuer sold
to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus 

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of
marketable securities or other property contributed to the capital of the Issuer following April 1, 2010 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred
Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus 

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of
marketable securities or other property received by means of: 
 (i) the sale or other disposition (other than
to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of
loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after April 1, 2010; or 

  
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 (ii)
the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was
made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after April 1, 2010;
plus 
 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
after April 1, 2010, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $15.0 million, in
writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by
the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment. 

(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit: 

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (2)(a) the redemption, repurchase,
retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of
the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any
Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this
Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct
or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a
Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as: 

(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument
governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 

  
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 (b)
such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of
the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 
 (d) such new
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity
Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect
parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do
not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar
year); provided further that such amount in any calendar year may be increased by an amount not to exceed: 
 (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or
indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds
from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus 

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the
Issue Date; less 
 (c) the amount of any Restricted Payments previously made with the cash proceeds
described in clauses (a) and (b) of this clause (4); 
 and provided further that cancellation of
Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the
Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; provided, however, in the case of this
Section 4.07(b)(4), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment, the Issuer and its Restricted Subsidiaries on a
consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; and provided further that the aggregate amount of Restricted Payments made pursuant to this Section 4.07(b)(4) shall not exceed $50.0 million; 


  
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 (5) the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the
definition of “Fixed Charges”; 
 (6)(a) the declaration and payment of dividends to holders of any
class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; 
 (b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, 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 such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash
actually contributed to the Issuer from the sale of such Designated Preferred Stock; or 
 (c) the declaration
and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that 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 or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock,
after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to
exceed the greater of (x) $20.0 million and (y) 1.5% 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);

 (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity
Interests represent a portion of the exercise price of such options or warrants; 
 (9) the declaration and
payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s
common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than
public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; provided, however, in the case of this Section 4.07(b)(9), that for the
most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of the declaration of such dividend, after giving effect to such dividend on a pro forma basis, the Issuer and
its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 

  
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 (10)
Restricted Payments that are made with Excluded Contributions; 
 (11) other Restricted Payments in an aggregate
amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $25.0 million; 
 (12) distributions or payments of Receivables Fees; 
 (13) the
repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by
Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; 
 (14) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each
case without duplication, 
 (a) franchise taxes and other fees, taxes and expenses required to maintain their
corporate existence; 
 (b) federal, state and local income taxes, to the extent such income taxes are
attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local
taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity; 

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company
of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to
the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and 

(15) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a
Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); 

  
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 provided, however, that
at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and (15) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the
definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount
would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (15) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Section 4.08 Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that
are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 

(1)(A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital
Stock or with respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any
Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the
Issuer or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets
to the Issuer or any of its Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof
shall not apply to encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances
or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities, the Senior Secured Notes and the Existing Senior Subordinated Notes and the related documentation; 

(2) this Indenture and the Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property
so acquired; 
 (4) applicable law or any applicable rule, regulation or order; 

  
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 (5) any
agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant
to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such
Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred Stock
of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 
 (10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; 

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case,
entered into in the ordinary course of business; 
 (12) any encumbrances or restrictions of the type referred to
in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
and 
 (13) restrictions created in connection with any Receivables Facility that, in the good faith
determination of the Issuer are necessary or advisable to effect such Receivables Facility. 
 Section 4.09 Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Issuer shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an
“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified
Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) 

  
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or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of
Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter
period, provided, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance
(including a pro forma application of the net proceeds therefrom), more than an aggregate of $50.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to
this Section 4.09(a) at such time. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(1) the incurrence of Indebtedness under Senior Credit Facilities by the Issuer or any of its Restricted Subsidiaries and
the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), in an
aggregate principal amount of up to the greater of (x) $85.0 million and (y) the Borrowing Base as of the date of such incurrence of Indebtedness; 
 (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes); 

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date, including
the Senior Secured Notes and the Existing Senior Subordinated Notes (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer
or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets up to an aggregate amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (4) and including all
Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4), does not exceed the greater of (x) $50.0 million and (y) 5% of Total
Assets; 
 (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations
regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or
incurrence; 

  
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 (6)
Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

 (A) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted
Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and 

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds
including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in
connection with such disposition; 
 (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided
that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other
event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an
incurrence of such Indebtedness; 
 (8) Indebtedness of a Restricted Subsidiary to the Issuer or another
Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor;
provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; 

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary,
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 
 (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred
pursuant to this Section 4.09, exchange rate risk or commodity pricing risk and Bank Product Obligations; 

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer
or any of its Restricted Subsidiaries in the ordinary course of business; 

  
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 (12)(a)
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the
Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and
(3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b)
hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted
Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock
then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $75.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this
clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such
Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b)); provided that the aggregate amount of Indebtedness,
Disqualified Stock and Preferred Stock incurred by Restricted Subsidiaries that are not Guarantors pursuant to this clause (12) shall not exceed $25.0 million outstanding at any one time; 

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock
which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (12)(a) of this Section 4.09(b), this clause (13)
and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified
Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness: 
 (A) has a Weighted Average Life to Maturity at the time
such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the
Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or
Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 

  
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 (C)
shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that
is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (ii)
Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and provided further that
subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness; 
 (14) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the
terms of this Indenture; provided that after giving effect to such acquisition or merger, either: 
 (a)
the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or 

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to
such acquisition or merger; 
 (15) 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 two Business Days of its incurrence; 

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to
the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 

(17)(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or 
 (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 4.15 hereof; 

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed at any one time outstanding and together
with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or
outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness
under Section 4.09(a) hereof without reliance on this clause (18)); 

  
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 (19)
Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $20.0 million in the aggregate at any one time outstanding together
with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (19) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (19) shall cease to be
deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such
Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (19)); and 
 (20) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in
each case, incurred in the ordinary course of business. 
 (c) For purposes of determining compliance with this
Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or
any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of Section 4.09(b) hereof or is entitled to be incurred
pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and
type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause
(1) of Section 4.09(b) hereof; and 
 (2) at the time of incurrence, the Issuer shall be entitled to
divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof. 
 Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of
Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 For purposes of determining
compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate
in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign
currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 

  
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 The principal amount
of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing. 
 Section 4.10 Asset Sales. 

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale,
unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; provided that the amount of: 
 (A) any liabilities (as shown on the Issuer’s or such
Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such
assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, 
 (B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received)
within 180 days following the closing of such Asset Sale, and 
 (C) any Designated Non-cash Consideration
received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time
outstanding, not to exceed 2.5% of Total Assets 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, 
 shall be deemed to be cash for purposes of this provision and for no other purpose.

 (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its
option, may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 

(A) Obligations under Senior Indebtedness, and to correspondingly reduce commitments with respect thereto; 

  
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 (B)
Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07
hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase
their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or 

(C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another
Restricted Subsidiary, 
 (2) to make (A) an Investment in any one or more businesses, provided that
such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it
constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or 

(3) to make an investment in (A) any one or more businesses, provided that such Investment in any business is
in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary,
(B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as
the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable
Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable
Commitment (a “Second Commitment”) within 180 days of entering into the first such Acceptable Commitment; provided further that if any Second Commitment is later cancelled or terminated for any reason before such
Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. 
 (c) Any Net Proceeds from the Asset Sale
that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the
Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an
“Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is $2,000 or an integral multiple of $1,000 in excess of $2,000 that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set
forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $20.0 million by mailing the notice required pursuant to the terms of
this Indenture, with a copy to the Trustee. 

  
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 To the extent that the
aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants
contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to
be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

 (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may
apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 

(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

Section 4.11 Transactions with Affiliates. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless: 

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s
Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The provisions of Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or among the Issuer or any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”; 

  
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 (3) the
payment of management, consulting, monitoring and advisory fees and related expenses to the Investors; 
 (4) the
payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 

(5) transactions in which the Issuer 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 Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not
disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 
 (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement
or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its
Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any
such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 
 (8)
transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its
Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

 (9) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or
to any director, officer, employee or consultant; 
 (10) sales of accounts receivable, or participations
therein, in connection with any Receivables Facility; 
 (11) payments by the Issuer or any of its Restricted
Subsidiaries to any of the Investors 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 approved by a majority of the board of directors of the Issuer in good faith; 
 (12) payments
or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with
such employees or consultants which, in each case, are approved by the Issuer in good faith; and 

  
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 (13)
investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment
constitutes less than 5% of the proposed or outstanding issue amount of such class of securities. 
 Section 4.12 Liens. 

The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien
(except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits
therefrom, or assign or convey any right to receive income therefrom, unless: 
 (1) in the case of Liens
securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not
apply to (A) Liens securing the Notes and the related Guarantees and (B) Liens securing Senior Indebtedness of the Issuer or any Guarantor. 
 Section 4.13 Corporate Existence. 
 Subject to Article 5 hereof, the
Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted
Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole. 
 Section 4.14 Offer to Repurchase Upon Change of Control. 
 (a) If a
Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes
pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control,
the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following
information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all
Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

  
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 (2) the
purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest; 

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; 
 (6) that Holders shall be entitled to withdraw
their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a
telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have
such Notes purchased; 
 (7) that if the Issuer is redeeming less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in
excess of $2,000; and 
 (8) the other instructions, as determined by the Issuer, consistent with this
Section 4.14, that a Holder must follow. 
 The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such
Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof. 

  
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 (b) On the Change of
Control Payment Date, the Issuer shall, to the extent permitted by law, 
 (1) accept for payment all Notes
issued by it or portions thereof properly tendered pursuant to the Change of Control Offer, 
 (2) deposit with
the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and 
 (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have
been tendered to and purchased by the Issuer. 
 (c) The Issuer shall not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such
Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

 Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 

The Issuer shall not permit any of its Restricted Subsidiaries that is a Domestic Subsidiary, other than a Guarantor or a special-purpose
Restricted Subsidiary formed in connection with Receivables Subsidiaries, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form
of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: 

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the
Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and 

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s
Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; 

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and 

  
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 (3)
such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: 
 (a) such
Guarantee has been duly executed and authorized; and 
 (b) such Guarantee constitutes a valid, binding and
enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as
enforcement thereof is subject to general principles of equity; 
 provided that this Section 4.15 shall not be applicable to any
guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 

Section 4.16 Limitation on Layering. 
 Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate
in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is either: 
 (a) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or 

(b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case
may be. 
 For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to
Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral. 

ARTICLE 5 

SUCCESSORS 
 Section 5.01
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer shall not consolidate or merge with or
into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person
unless: 
 (1) the Issuer is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of
the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); 

  
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 (2) the
Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(3) immediately after such transaction, no Default exists; 

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if
such transactions had occurred at the beginning of the applicable four-quarter period, 
 (A) the Successor
Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or 

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater
than such Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 
 (5) each
Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations
under this Indenture, the Notes and the Registration Rights Agreement; and 
 (6) the Issuer shall have delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 

(b) The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees
and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 

(x) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to
the Issuer, and 
 (y) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the
purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 

  
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 (c) Subject to certain
limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into
(whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

 (1)(A) such Guarantor is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization
of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor
Person”); 
 (B) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(C) immediately after such transaction, no Default exists; and 

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the transaction is made in compliance with Section 4.10 hereof. 
 (d)
Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may
merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer. 
 Section 5.02 Successor
Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer
herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other
disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if
any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture); 

  
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 (2)
default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture); 

(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders
of not less than 30% in principal amount of the Notes then outstanding to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is
secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a
Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation
other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in
default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $20.0 million or more at any one time outstanding; 

(5) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of
$20.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (6) the Issuer or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences proceedings to be adjudicated bankrupt or insolvent; 

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under applicable Bankruptcy law; 

  
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 (iii)
consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 

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

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

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (ii) appoints
a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary; or 
 (iii) orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; 

and the order or decree remains unstayed and in effect for 60 consecutive days; or 

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared
null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of
this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of any Event of
Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
 (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 

(3) the default that is the basis for such Event of Default has been cured. 

  
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 Section 6.02 Acceleration.

 (a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a)
hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all
the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such
acceleration shall be effective until the earlier of: 
 (1) acceleration of any such Indebtedness under the
Senior Credit Facilities; or 
 (2) five Business Days after the giving of written notice of such
acceleration to the Issuer and the administrative agent under the Senior Credit Facilities. 
 Upon the effectiveness of such
declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the
best interest of the Holders of the Notes. 
 Notwithstanding the foregoing, in the case of an Event of Default arising under
clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been
cured or waived. 
 (b) Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the
Notes because of an Event of Default specified in Section 6.01(a)(4) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has
been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and
countersigned by the Holders of such Indebtedness or a trustee, fiduciary or agent for such Holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30-day period
which has not been cured or waived during such period. 
 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, premium,
if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee
may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

  
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 Section 6.04 Waiver of Past
Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any
Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05 Control by Majority. 
 Holders of a majority in principal
amount of the then total outstanding Notes 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. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 
 Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the
remedy; 
 (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss,
liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and 
 (5) Holders of a majority in principal amount of the total
outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

  
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 Section 6.07 Rights of Holders
of Notes to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), 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)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if
any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09
Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the
Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been
instituted. 
 Section 6.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 6.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be. 

  
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 Section 6.12 Trustee May File
Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial
proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such
matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 
 Section 6.13 Priorities. 
 If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee
and the costs and expenses of collection; 
 (ii) to holders of Senior Indebtedness of the Issuer and, if such
money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable 

(iii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest,
if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and 

(iv) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.13. 
 Section 6.14 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 a 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 

  
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discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(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, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, 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 liabilities 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 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (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 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any
of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 

  
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 (f) The Trustee shall
not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon 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, 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 Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

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

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. Delivery of reports
pursuant to Section 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee of the information contained therein. 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

  
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 (i) The rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder. 
 (j) In the event the Issuer is required to pay Additional Interest, the
Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid
by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 

(k) The Trustee may request that the Issuer and any Guarantor deliver an Officer’s Certificate setting forth the names of
individuals and/or titles of officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any such
certificate previously delivered and not superseded. 
 Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue
as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

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 or the Notes, it shall not be accountable for the Issuer’s use of the proceeds
from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it
shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 

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 Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default
relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is
such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 

  
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 Section 7.06 Reports by
Trustee to Holders of the Notes. 
 Within 60 days after each May 15, beginning with the May 15 following the date
of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described
in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by Trust Indenture Act Section 313(c). 
 A copy of each report at the time of its
mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when
the Notes are listed on any stock exchange. 
 Section 7.07 Compensation and Indemnity. 

The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree in writing 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 Issuer shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all
loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing
this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective with the acceptance, exercise
or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 The obligations of the
Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 Notwithstanding the provisions of Section 4.12 hereof, to secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

  
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 The Trustee shall
comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of
Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 

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

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or

 (d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. 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; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 

Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall
be the successor Trustee. 

  
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 Section 7.10 Eligibility;
Disqualification. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture
shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
 Section 7.11 Preferential Collection of Claims Against Issuer. 
 The
Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated therein. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth
below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this
Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal
of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

  
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 (c) the
rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and 
 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the
Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

Section 8.03 Covenant Defeasance. 
 Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clauses (4) and (5) of
Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are
Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant
Defeasance. 
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the
outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in
U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the
Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular
redemption date; 

  
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 (2) in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

 (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary
assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and
exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default (other than that
resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the
date of such deposit; 
 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound
(other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and the granting of
Liens in connection therewith); 
 (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to
the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by
the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 
 (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating
that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 

  
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 Section 8.05 Deposited Money
and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all
money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor
acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Issuer. 
 Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and
Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
 Section 8.07 Reinstatement. 
 If the Trustee or Paying Agent is unable
to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on
any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

  
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 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and any
Guarantee or Notes without the consent of any Holder: 
 (1) to cure any ambiguity, omission, mistake, defect or
inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

 (3) to comply with Section 5.01 hereof; 

(4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely
affect the legal rights under this Indenture of any such Holder; 
 (6) to add covenants for the benefit of the
Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; 
 (7) to comply with
requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except
that they are not freely transferable; 
 (10) to add a Guarantor under this Indenture; 

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of
Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or 

(12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted
by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 

  
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 Upon the request of
the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join
with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in
connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of
an Officer’s Certificate. 
 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the
Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 

  
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 Without the consent of
each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to
Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the
provisions with respect to the redemption of such Notes); 
 (3) reduce the rate of or change the time for
payment of interest on any Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or
interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in money other than that stated therein; 

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of or premium, if any, or interest on the Notes; 
 (7) make any change in these
amendment and waiver provisions; 
 (8) impair the right of any Holder to receive payment of principal of, or
interest on such Holder’s Notes 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 Notes; 

(9) make any change in the subordination provisions hereof that would adversely affect the Holders; or 

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner
adverse to the Holders of the Notes. 
 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with
the Trust Indenture Act as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent 

  
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is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the requisite number of Holders has been obtained. 
 Section 9.05 Notation on or Exchange of Notes.

 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.
The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized
or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this
Indenture. 
 Section 9.07 Payment for Consent. 
 Neither the Issuer nor any Affiliate of the Issuer 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 Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame
set forth in solicitation documents relating to such consent, waiver or agreement. 

  
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 ARTICLE 10 

SUBORDINATION 

Section 10.01 Agreement To Subordinate. 
 The Issuer agrees, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes 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 Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in
all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of the Issuer, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer; and only
Indebtedness of the Issuer that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12. 

Section 10.02 Liquidation, Dissolution, Bankruptcy. 
 Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a reorganization of or similar
proceeding relating to the Issuer or its property: 
 (i) the holders of Senior Indebtedness of the Issuer shall
be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and 
 (ii) until the Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be
made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities. 

Section 10.03 Default on Senior Indebtedness of the Issuer. 
 The Issuer shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and
rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior
Securities) if either of the following occurs (a “Payment Default”): 
 (i) any Obligation on
any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due (after giving effect to any applicable grace period); or 
 (ii) any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms; 

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated
Senior Indebtedness has been paid in full in cash; provided, however, that the Issuer shall be entitled to pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from
the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. 

  
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 During the continuance
of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying
an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative
agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from
the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged
or repaid in full in cash. 
 Notwithstanding the provisions described in the immediately preceding two sentences (but subject
to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have
accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuer shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Issuer during such period; provided that if any Blockage Notice is
delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit
Facilities may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive
360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery
of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach
of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was
continuing shall constitute a new Non-Payment Default for this purpose). 
 Section 10.04 Acceleration of Payment of Notes.

 If payment of the Notes is accelerated because of an Event of Default, the Issuer shall promptly notify the holders of the
Designated Senior Indebtedness of the Issuer or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10.
If any Designated Senior Indebtedness of the Issuer is outstanding, the Issuer may not pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time. 

  
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 Section 10.05 When
Distribution Must Be Paid Over. 
 If a distribution is made to Holders that, due to the subordination provisions, should not
have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear. 
 Section 10.06 Subrogation. 
 After all Senior Indebtedness of the
Issuer is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such 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 Issuer and Holders, a payment by the Issuer 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 Issuer. Nothing in this Indenture shall: 
 (i)
impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; 

(ii) 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 Issuer to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or 

(iii) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of
Senior Indebtedness. 
 Section 10.08 Subordination May Not Be Impaired by Issuer. 

No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall
be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture. 
 Section 10.09 Rights of
Trustee and Paying Agent. 
 Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make
payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee
receives notice satisfactory to him that payments may not be made under this Article 10. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice;
provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice. 

  
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 The Trustee in its
individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuer 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 hereof 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 Senior Indebtedness of the Issuer, 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 Notes 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 Notes. 
 Section 10.12 Trust Moneys Not Subordinated. 
 Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be
subordinated to the prior payment of any Senior Indebtedness of the Issuer 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 Issuer or any holder of Senior
Indebtedness of the Issuer or any other creditor of the Issuer, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13
hereof, as the case may be. 
 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 hereof 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 of Senior Indebtedness of the Issuer 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 Issuer, 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 Issuer to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to 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 

  
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rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to 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 hereof 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. 
 A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to
effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer 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 of the Issuer. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 10 or otherwise.

 Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions. 

Each Holder by accepting a Note 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 Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, 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. 

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time
and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the
obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer;
and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. 

  
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 ARTICLE 11 

GUARANTEES 
 Section 11.01
Guarantee. 
 Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or
thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree that
their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands
whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

 If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 

  
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 Each Guarantee shall
remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of
the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee
shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior
Indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or nature. 
 Section 11.02 Limitation on Guarantor Liability.

 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that
the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each
Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro
rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. 
 Section 11.03 Execution and Delivery. 
 To evidence its Guarantee set
forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form included in Exhibit A shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of
its Assistant Vice Presidents on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.


  
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 Each Guarantor hereby
agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an Officer whose signature is on this Indenture or on a notation of such Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Guarantee is endorsed, such Guarantee shall be valid nevertheless. 
 The delivery of any
Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to the
extent applicable. 
 Section 11.04 Subrogation. 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof;
provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the
Issuer under this Indenture or the Notes shall have been paid in full. 
 Section 11.05 Benefits Acknowledged. 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

Section 11.06 Release of Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such
Guarantor’s Guarantee, upon: 
 (1)(A) any sale, exchange or transfer (by merger or otherwise) of the
Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made
in compliance with the applicable provisions of this Indenture; 
 (B) the release or discharge of such Guarantor
from its guarantee of Indebtedness under the Senior Credit Facilities or the guarantee that resulted in the obligation of such Guarantor to guarantee the Notes, if such Guarantor would not then otherwise be required to guarantee the Notes pursuant
to Section 4.15 hereof (treating any guarantees of such Guarantor that remain outstanding as incurred at least 30 days prior to such release or discharge); 

  
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 (C)
the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; 
 (D) the
Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 ARTICLE 12

 SUBORDINATION OF GUARANTEES 
 Section 12.01 Agreement To Subordinate. 
 Each Guarantor agrees, and
each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee 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 Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu
in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such
Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

 Section 12.02 Liquidation, Dissolution, Bankruptcy. 
 Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar
proceeding relating to such Guarantor or its property: 
 (i) the holders of Senior Indebtedness of such
Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and 
 (ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be
made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities. 

Section 12.03 Default on Senior Indebtedness of a Guarantor. 
 A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission
or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment
Default”): 
 (i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in
full in cash when due (after giving effect to any applicable grace period); or 

  
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 (ii)
any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms; 

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such
Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice
approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing. 
 During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor
pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee
(except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuer) of written notice (a
“Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the
requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuer from the Person or
Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been
discharged or repaid in full in cash. 
 Notwithstanding the provisions described in the immediately preceding two sentences
(but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall
have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment
Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor
during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit
Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment
Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and 

  
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there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that
existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90
days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default
pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose). 
 Section 12.04 Demand for Payment. 
 If payment of the Notes is
accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuer or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the
Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of a Guarantor is
outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if
this Indenture otherwise permits payment at that time. 
 Section 12.05 When Distribution Must Be Paid Over. 

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are
required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear. 
 Section 12.06 Subrogation. 
 After all Senior Indebtedness of a
Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article
12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness. 

Section 12.07 Relative Rights. 
 This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall: 

(i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional,
to make payments under its Guarantee in accordance with its terms; 
 (ii) prevent the Trustee or any Holder from
exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable
to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or 

  
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 (iii)
affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness. 

Section 12.08 Subordination May Not Be Impaired by a Guarantor. 
 No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such
Guarantor or by its failure to comply with this Indenture. 
 Section 12.09 Rights of Trustee and Paying Agent. 

Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be
charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that
payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an
issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying
Agent shall be entitled to 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 Guarantor 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 12 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof 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 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 Demand Payment. 
 The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any
provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. 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 Guarantor pursuant to Article 11 hereof. 
 Section 12.12 Trust Moneys Not Subordinated. 

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust
by the Trustee for the payment of principal of and interest 

  
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on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any 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 such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of
this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be 
 Section 12.13 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 hereof
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 of Senior Indebtedness of a Guarantor 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 such 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
Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to 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 12, and, if such evidence is not furnished, the Trustee
shall be entitled to 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 hereof shall be applicable to all actions or omissions of actions
by the Trustee pursuant to this Article 12. 
 Section 12.14 Trustee To Effectuate Subordination. 

A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his
behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for
any and all such purposes. 
 Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or
otherwise. 
 Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions. 

Each Holder by accepting a Note 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 Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, 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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 Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the
Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor,
or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any
other Person. 
 ARTICLE 13 
 SATISFACTION AND DISCHARGE 
 Section 13.01 Satisfaction and Discharge. 

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: 

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2)(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within
one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or
redemption; 
 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit
and any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will
not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or
any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith); 

  
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 (C)
the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 
 (D) the Issuer has
delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee
pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive. 
 Section 13.02 Application of Trust Money. 
 Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof 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 Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 14 
 MISCELLANEOUS 

Section 14.01 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 

  
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 Section 14.02 Notices.

 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and
delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Guarantor: 
 c/o Accellent Inc. 
 100 Fordham Road, Building C 

Wilmington, Massachusetts 01887 
 Fax No.: (978) 657-0878 
 Attention: Chief Financial Officer 

If to the Trustee: 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 

New York, New York 10286 
 Fax No.: (212) 815-5704 
 Attention: Corporate Trust Administration

 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon only actual receipt thereof. 

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent
required by the Trust Indenture Act. 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 within the time prescribed, it is duly given, whether or not the addressee receives it; provided that any notices or
communications to the Trustee shall be deemed effective only upon actual receipt thereof. 
 If the Issuer mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 

  
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 Section 14.03 Communication by
Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

Section 14.04 Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the
Trustee: 
 (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 14.05 Statements Required in Certificate or Opinion. 
 Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with
the provisions of Trust Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person
making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she 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, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and 

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

 Section 14.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 

  
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 Section 14.07 No Personal
Liability of Directors, Officers, Employees and Stockholders. 
 No director, officer, employee, incorporator or stockholder
of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of
such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 14.08 Governing Law. 
 THIS INDENTURE, THE NOTES AND ANY
GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 14.09 Waiver of Jury
Trial. 
 EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 14.10 Force Majeure. 
 In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

 Section 14.11 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of
any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 14.12
Successors. 
 All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof. 

Section 14.13 Severability. 
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. 

  
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 Section 14.14 Counterpart
Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. 
 Section 14.15 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 14.16 Qualification of Indenture. 
 The Issuer and the
Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for
the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled
to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

 [Signatures on following page] 

  
 -119-








  
 
					
	ACCELLENT INC.
		
	By:	 	 /s/ Ron Honig

		 	Name:	 	Ron Honig
		 	Title:	 	Secretary


 Signature Page to Senior
Subordinated Indenture 






  
 
	
	ACCELLENT LLC
	AMERICAN TECHNICAL MOLDING, INC.
	BRIMFIELD ACQUISITION, LLC
	BRIMFIELD PRECISION, LLC
	CE HUNTSVILLE, LLC
	G&D, LLC
	KELCO ACQUISITION LLC
	MACHINING TECHNOLOGY GROUP, LLC
	MEDSOURCE TECHNOLOGIES, HOLDINGS, LLC
	MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.
	MEDSOURCE TECHNOLOGIES, LLC
	MEDSOURCE TECHNOLOGIES, NEWTON INC.
	MEDSOURCE TRENTON LLC
	MICRO-GUIDE, INC.
	NATIONAL WIRE & STAMPING, INC.
	NOBLE-MET, LLC
	PORTLYN, LLC
	SPECTRUM MANUFACTURING, INC.
	THERMAT ACQUISITION, LLC
	UTI HOLDING COMPANY
	UTI HOLDINGS, LLC
	VENUSA, LTD.


  

					
	By:	 	     /s/ Ron Honig

		 	Name:	 	Ron Honig
		 	Title:	 	Secretary


 Signature Page to Senior
Subordinated Indenture 






  
 
					
	THE BANK OF NEW YORK MELLON,
	as Trustee
		
	By:	 	     /s/ Mary Miselis

		 	Name:	 	Mary Miselis
		 	Title:	 	Vice President


 Signature Page to
Senior Subordinated Indenture 






  
 EXHIBIT A 

[Face of Note] 

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

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

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

  
 A-1








  
 CUSIP
[                    ] 
 ISIN [                    ]1 
 [[RULE 144A][REGULATION S] GLOBAL NOTE 

[$        ]** 
 10% Senior Subordinated Notes due 2017 
  

			
	No.     	 	[$        ]**

 ACCELLENT INC. 
 promises to pay to CEDE & CO. or registered assigns, the principal sum
[set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]* [of                      United States Dollars]** on
November 1, 2017. 
 Interest Payment Dates: May 1 and November 1 
 Record Dates: April 15 and October 15 
  

 

	1	 Rule 144A Note CUSIP: 00430X AE7 



	  	Rule 144A Note ISIN: US00430XAE76 


	  	Regulation S Note CUSIP: U00450 AC7 


	  	Regulation S Note ISIN: USU00450AC79 


	  	Exchange Note CUSIP: 00430X AF4 


	  	Exchange Note ISIN: US00430XAF42 


	*	To be included only if Note issued in global form. 


	**	Not to be included in Global Note; only definitive Note. 


  
 A-2








  
 IN WITNESS HEREOF, the
Issuer has caused this instrument to be duly executed. 
 Dated: [            ],
20[    ] 
  

					
	ACCELLENT INC.
		
	 By:
	 	  

		 	 Name:
	 	
		 	 Title:
	 	



  
 A-3








  
 This is one of the Notes referred to
in the within-mentioned Indenture: 
 Dated: [            ],
20[    ] 
  

			
	 THE BANK OF NEW YORK MELLON,

as Trustee

		
	 By:
	 	  

		 	Authorized Signatory



  
 A-4








  
 [Back of Note]

 10% Senior Subordinated Notes due 2017 
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. INTEREST. Accellent Inc., a Maryland corporation, promises to pay interest on the principal amount of this Note at
10% per annum from October 28, 20102 until
maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be May 1, 20112. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional
Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered
Holders of Notes at the close of business on the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 

 
  

	2	 With respect to the Initial Notes. 



  
 A-5








  
 4. INDENTURE. The
Issuer issued the Notes under an Indenture, dated as of October 28, 2010 (the “Indenture”), among Accellent Inc., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer
designated as its 10% Senior Subordinated Notes due 2017. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 5. OPTIONAL REDEMPTION. 
 (a) Except as described below under clauses 5(b) and 5(c)
hereof, the Notes will not be redeemable at the Issuer’s option before November 1, 2013. 
 (b) At any time prior to
November 1, 2013, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder of Notes, at a redemption price equal to
100.00% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of
Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Until
November 1, 2013, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 110.00% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon
and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or
more Public Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date
remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Public Equity Offering. Notice of any redemption upon
any Public Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related
Public Equity Offering. 
 (d) On and after November 1, 2013, the Issuer may redeem the Notes, in whole or in part, upon
not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed
as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2013
	  	 	107.500	% 
	 2014
	  	 	105.000	% 
	 2015
	  	 	102.500	% 
	 2016 and thereafter
	  	 	100.000	% 


  
 A-6








  
 (e) Any redemption
pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the
Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 13 of
the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the
Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in
accordance with Section 4.14 of the Indenture. 
 (b) If the Issuer or any of its Restricted Subsidiaries consummates an
Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $20.0 million, the Issuer shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes
(“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes (including any Additional Notes) or the Pari
Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (including any Additional Notes) and such 

  
 A-7








 
Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes (including any Additional Notes) or such Pari Passu Indebtedness
tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related
purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also,
the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuer and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the
extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuer agrees, and each Holder by accepting a Note 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. 
 11. PERSONS DEEMED OWNERS. The
registered Holder of a Note may be treated as its owner for all purposes. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER. The
Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 
 13. DEFAULTS AND
REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes
may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred
under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five
Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal, premium, if any, Additional 

  
 A-8








 
Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to
the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest
on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with
the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

 14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose until authenticated by the manual signature of the Trustee. 
 15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Exchange and
Registration Rights Agreement, dated as of October 28, 2010, among Accellent Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the
right to receive Additional Interest (as defined in the Registration Rights Agreement). 
 16. GOVERNING LAW. THE LAWS OF THE
STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 
 17. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers 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 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon. 
 18. GUARANTEE. The Issuer’s obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors. 
 The Issuer will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address: 
 100 Fordham Road, Building C 
 Wilmington, Massachusetts 01887 

Fax No.: (978) 657-0878 
 Attention: Chief Financial Officer 

  
 A-9








  
 ASSIGNMENT FORM

 To assign this Note, fill in the form below: 

 

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’ legal name)

  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	  

	  

	  

	  

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


			
	and irrevocably appoint	 	  


 to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

Date:                      

 

			
	Your Signature:	 	  

		 	 (Sign exactly as your name appears on
 the face of this Note)



  

			
	Signature Guarantee*:	 	  



 

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


  
 A-10








  
 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the
Indenture, check the appropriate box below: 
 [    ]
Section 4.10             [    ] Section 4.14 
 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$         
 Date:                      

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)



			
		
	Tax Identification No.:	 	  




 

					
	Signature Guarantee*:	 	  
	 	

  

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


  
 A-11








  
 SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is
$        . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an
interest in this Global Note, have been made: 
  

									
	 Date of

Exchange
	 	 Amount of

decrease

in Principal

Amount
	 	 Amount of increase

in Principal

Amount of this
 Global Note
	 	 Principal Amount

of
 this
Global Note
 following such
 decrease or
 increase
	 	 Signature of

authorized officer
 of Trustee or
 Note Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  
  

	*	This schedule should be included only if the Note is issued in global form. 


  
 A-12








  
 [FORM OF NOTATION ON
NOTE RELATING TO GUARANTEE] 
 GUARANTEE 
 Accellent LLC, American Technical Molding, Inc., Brimfield Acquisition, LLC, Brimfield Precision, LLC, CE Huntsville, LLC, G&D, LLC, Kelco Acquisition LLC, Machining Technology Group, LLC, Medsource
Technologies, Holdings, LLC, Medsource Technologies Pittsburgh, Inc., Medsource Technologies, LLC, Medsource Technologies, Newton Inc., Medsource Trenton LLC, Micro-Guide, Inc., National Wire & Stamping, Inc., Noble-Met, LLC, Portlyn, LLC,
Spectrum Manufacturing, Inc., Thermat Acquisition, LLC, UTI Holding Company, UTI Holdings, LLC and Venusa, Ltd. (the “Guarantors”) have jointly and severally, unconditionally guaranteed (such guarantee by each Guarantor being referred to
herein as the “Guarantee”), that (i) the principal of, interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders and the Trustee all in accordance with the terms set forth under Article 11 of the Indenture, and (ii) in case of
any extension of time of payment or renewal of any Notes or any other such obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. 
 The obligations of each Guarantor to the Holders and the Trustee pursuant to this Guarantee and
the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees. 
 No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors
under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. 
 Each holder of a Note by accepting a Note agrees that any Guarantor named below
shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Obligations of each Guarantor under its Note Guarantee shall
be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. 

Capitalized terms used but not defined herein have the respective meanings set forth in the Indenture. 

  
 A-13








  
 The Guarantee shall
not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or facsimile signature of one of its
authorized officers. 
  

			
	ACCELLENT LLC
	AMERICAN TECHNICAL MOLDING, INC.
	BRIMFIELD ACQUISITION, LLC
	BRIMFIELD PRECISION, LLC
	CE HUNTSVILLE, LLC
	G&D, LLC
	KELCO ACQUISITION, LLC
	MACHINING TECHNOLOGY GROUP, LLC
	MEDSOURCE TECHNOLOGIES HOLDINGS, LLC
	MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.
	MEDSOURCE TECHNOLOGIES, LLC
	MEDSOURCE TECHNOLOGIES, NEWTON INC.
	MEDSOURCE TRENTON LLC
	MICRO-GUIDE, INC.
	NATIONAL WIRE & STAMPING, INC.
	NOBLE-MET LLC
	PORTLYN, LLC
	SPECTRUM MANUFACTURING, INC.
	THERMAT ACQUISITION, LLC
	UTI HOLDING COMPANY
	UTI HOLDINGS, LLC
	VENUSA, LTD.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-14








  
 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 

Accellent Inc. 
 100 Fordham Road 

Wilmington, Massachusetts 01887 
 Fax No.:
(978) 657-0878 
 Attention: Chief Financial Officer 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 

New York, New York 10286 
 Fax No.:
(212) 815-5704 
 Attention: Corporate Trust Administration 
 Re: 10% Senior Subordinated Notes due 2017 
 Reference is hereby made to the
Indenture, dated as of October 28, 2010 (the “Indenture”), among Accellent Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 

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

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.
[    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably 

  
 B-1








 
believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)    [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 
 (b)    [    ] such Transfer is being effected to the Issuer or a subsidiary thereof; 
 or 
 (c)    [    ] such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN
UNRESTRICTED DEFINITIVE NOTE. 
 (a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture. 

  
 B-2








  
 (b)
[    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and
in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture. 

  
 B-3








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

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 B-4








  
 ANNEX A TO CERTIFICATE
OF TRANSFER 
 1. The Transferor owns and proposes to transfer the following: 

[CHECK ONE OF (a) OR (b)] 
 (a)        [    ] a beneficial interest in the: 
 (i)        [    ] 144A Global Note (CUSIP 00430X AE7), or 
 (ii)       [    ] Regulation S Global Note (CUSIP U00450 AC7), or 
 (b)        [    ] a Restricted Definitive Note. 
 2. After the Transfer the Transferee will hold: 
 [CHECK ONE] 

(a)        [    ] a beneficial interest in the: 

(i)          [    ] 144A Global Note (CUSIP 00430X AE7), or

 (ii)        [    ] Regulation S Global Note (CUSIP U00450 AC7),
or 
 (iii)       [    ] Unrestricted Global Note (CUSIP 00430X AF4)

 (b)        [    ] a Restricted Definitive Note; or 

(c)        [    ] an Unrestricted Definitive Note, in accordance with the
terms of the Indenture. 

  
 B-5








  
 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 

Accellent Inc. 
 100 Fordham Road 

Wilmington, Massachusetts 01887 
 Fax No.:
(978) 657-0878 
 Attention: Chief Financial Officer 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 

New York, New York 10286 
 Fax No.:
(212) 815-5704 
 Attention: Corporate Trust Administration 
 Re: 10% Senior Subordinated Notes due 2017 
 Reference is hereby made to the
Indenture, dated as of October 28, 2010 (the “Indenture”), among Accellent Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 

                     (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

  
 C-1








  
 b)
[    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States. 
 d) [    ] CHECK IF EXCHANGE IS
FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note
is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 2) EXCHANGE OF
RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is
being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

  
 C-2








  
 b)
[ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[    ] 144A Global Note [    ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated
                        . 

 

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 C-3








  
 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this
“Supplemental Indenture”), dated as of                     , among
                            (the “Guaranteeing Subsidiary”), a subsidiary of
Accellent Inc., a Maryland corporation (the “Issuer”), and The Bank of New York Mellon, as trustee (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Issuer and each of the Guarantors (as defined
in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 28, 2010, providing for the issuance of 10% Senior Subordinated Notes due 2017 (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth
herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

 (i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed


  
 D-1

  
  







 
in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest, notice and all demands whatsoever. 
 (d) This Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including
the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be
entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due
and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary
shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities
that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or 

  
 D-2

  
  







 
payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum
amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a
“voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note
shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
 (l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing
Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any. 
 (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Merger, Consolidation
or Sale of All or Substantially All Assets. 
 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the
Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of
organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein
called the “Successor Person”); 

  
 D-3

  
  







  
 (B) the
Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or
other documents or instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such
transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 

(ii) the transaction is made in compliance with Section 4.10 of the Indenture; 

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the
Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the
Issuer. 
 (5) Releases. 
 The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required
for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 
 (1)(A) any sale, exchange or transfer
(by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the
Guaranteeing Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; 
 (B) the release or discharge of such Guarantor from its guarantee of Indebtedness under the Senior Credit Facilities or the guarantee that resulted in the obligation of such Guarantor to guarantee the
Notes, if such Guarantor would not then otherwise be required to guarantee the Notes pursuant to the covenant described in Section 4.15 of the Indenture (treating any guarantees of such Guarantor that remain outstanding as incurred at least 30
days prior to such release or discharge); 
 (C) the proper designation of the Guaranteeing Subsidiary as an
Unrestricted Subsidiary; 
 (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option
in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

  
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 (2) the
Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall
have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
 (8) 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. 
 (9) Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof. 
 (10) The Trustee. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary. 
 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes
against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is
continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall
have been paid in full. 
 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13)
Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors. 

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

			
	 [GUARANTEEING SUBSIDIARY]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	 THE BANK OF NEW YORK MELLON, as Trustee

		 	
	 By:
	 	  

		 	 Name:

		 	 Title:




  
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