Indenture Dated 11/18/2005



 EXHIBIT 4.5 
  

 EPL FINANCE CORP. 
 (to be merged with and into EL POLLO LOCO, INC.) 
 EPL INTERMEDIATE, INC. 
 as Parent Guarantor 
 11 3/4% SENIOR NOTES DUE 2013 
 INDENTURE 
 Dated as of November 18, 2005 
 THE BANK OF NEW YORK TRUST COMPANY, N.A. 
 Trustee 
  








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE 1.	  	
		
	 DEFINITIONS AND INCORPORATION
 BY REFERENCE
	  	
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	29
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	30
	 Section 1.04
	  	Rules of Construction	  	30
		
	ARTICLE 2.	  	
		
	THE NOTES	  	
			
	 Section 2.01
	  	Form and Dating	  	31
	 Section 2.02
	  	Execution and Authentication	  	32
	 Section 2.03
	  	Registrar and Paying Agent	  	33
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	33
	 Section 2.05
	  	Holder Lists	  	33
	 Section 2.06
	  	Transfer and Exchange	  	33
	 Section 2.07
	  	Replacement Notes	  	47
	 Section 2.08
	  	Outstanding Notes	  	47
	 Section 2.09
	  	Treasury Notes	  	48
	 Section 2.10
	  	Temporary Notes	  	48
	 Section 2.11
	  	Cancellation	  	48
	 Section 2.12
	  	Defaulted Interest	  	48
	 Section 2.13
	  	CUSIP Numbers	  	49
	 Section 2.14
	  	Issuance of Additional Notes	  	49
		
	ARTICLE 3.	  	
		
	REDEMPTION AND PREPAYMENT	  	
			
	 Section 3.01
	  	Notices to Trustee	  	50
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	50
	 Section 3.03
	  	Notice of Redemption	  	50
	 Section 3.04
	  	Effect of Notice of Redemption	  	51
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	51
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	52
	 Section 3.07
	  	Optional Redemption	  	52
	 Section 3.08
	  	Mandatory Redemption	  	53
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds	  	53

  

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	 	  	 	  	Page
	ARTICLE 4.	  	
		
	COVENANTS	  	
			
	 Section 4.01
	  	Payment of Notes	  	55
	 Section 4.02
	  	Maintenance of Office or Agency	  	55
	 Section 4.03
	  	Reports	  	56
	 Section 4.04
	  	Compliance Certificate	  	57
	 Section 4.05
	  	Taxes	  	58
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	58
	 Section 4.07
	  	Restricted Payments	  	58
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	62
	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Preferred Stock	  	63
	 Section 4.10
	  	Asset Sales	  	65
	 Section 4.11
	  	Transactions with Affiliates	  	66
	 Section 4.12
	  	Liens	  	68
	 Section 4.13
	  	Business Activities	  	68
	 Section 4.14
	  	Corporate Existence	  	68
	 Section 4.15
	  	Offer to Repurchase upon Change of Control	  	69
	 Section 4.16
	  	Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries	  	70
	 Section 4.17
	  	Payments for Consent	  	71
	 Section 4.18
	  	Additional Note Guarantees	  	71
	 Section 4.19
	  	Designation of Restricted and Unrestricted Subsidiaries	  	71
		
	ARTICLE 5.	  	
		
	SUCCESSORS	  	
			
	 Section 5.01
	  	Merger, Consolidation, or Sale of Assets	  	72
	 Section 5.02
	  	Successor Corporation Substituted	  	73
		
	ARTICLE 6.	  	
		
	DEFAULTS AND REMEDIES	  	
			
	 Section 6.01
	  	Events of Default	  	74
	 Section 6.02
	  	Acceleration	  	75
	 Section 6.03
	  	Other Remedies	  	76
	 Section 6.04
	  	Waiver of Past Defaults	  	76
	 Section 6.05
	  	Control by Majority	  	76
	 Section 6.06
	  	Limitation on Suits	  	77
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	77
	 Section 6.08
	  	Collection Suit by Trustee	  	77
	 Section 6.09
	  	Trustee May File Proofs of Claim	  	78
	 Section 6.10
	  	Priorities	  	78
	 Section 6.11
	  	Undertaking for Costs	  	79

  

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	 	  	 	  	Page
	ARTICLE 7.	  	
		
	TRUSTEE	  	
			
	 Section 7.01
	  	Duties of Trustee	  	79
	 Section 7.02
	  	Rights of Trustee	  	80
	 Section 7.03
	  	Individual Rights of Trustee	  	81
	 Section 7.04
	  	Trustee’s Disclaimer	  	82
	 Section 7.05
	  	Notice of Defaults	  	82
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	82
	 Section 7.07
	  	Compensation and Indemnity	  	82
	 Section 7.08
	  	Replacement of Trustee	  	83
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	84
	 Section 7.10
	  	Eligibility; Disqualification	  	84
	 Section 7.11
	  	Preferential Collection of Claims Against Company	  	84
		
	ARTICLE 8.	  	
		
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	85
	 Section 8.02
	  	Legal Defeasance and Discharge	  	85
	 Section 8.03
	  	Covenant Defeasance	  	85
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	86
	 Section 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	87
	 Section 8.06
	  	Repayment to Company	  	88
	 Section 8.07
	  	Reinstatement	  	88
		
	ARTICLE 9.	  	
		
	AMENDMENT, SUPPLEMENT AND WAIVER	  	
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	88
	 Section 9.02
	  	With Consent of Holders of Notes	  	89
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	91
	 Section 9.04
	  	Revocation and Effect of Consents	  	91
	 Section 9.05
	  	Notation on or Exchange of Notes	  	91
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	91

  

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	 	  	 	  	Page
	ARTICLE 10.	  	
		
	[RESERVED]	  	
		
	ARTICLE 11.	  	
		
	NOTE GUARANTEES	  	
			
	 Section 11.01
	  	Guarantee	  	92
	 Section 11.02
	  	Limitation on Guarantor Liability	  	93
	 Section 11.03
	  	Execution and Delivery of Note Guarantee	  	93
	 Section 11.04
	  	Guarantors May Consolidate, etc., on Certain Terms	  	94
	 Section 11.05
	  	Releases	  	95
		
	ARTICLE 12.	  	
		
	SATISFACTION AND DISCHARGE	  	
			
	 Section 12.01
	  	Satisfaction and Discharge	  	96
	 Section 12.02
	  	Application of Trust Money	  	97
		
	ARTICLE 13.	  	
		
	MISCELLANEOUS	  	
			
	 Section 13.01
	  	Trust Indenture Act Controls	  	97
	 Section 13.02
	  	Notices	  	97
	 Section 13.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	99
	 Section 13.04
	  	Certificate and Opinion as to Conditions Precedent	  	99
	 Section 13.05
	  	Statements Required in Certificate or Opinion	  	99
	 Section 13.06
	  	Rules by Trustee and Agents	  	100
	 Section 13.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	100
	 Section 13.08
	  	Governing Law	  	100
	 Section 13.09
	  	No Adverse Interpretation of Other Agreements	  	100
	 Section 13.10
	  	Successors	  	100
	 Section 13.11
	  	Severability	  	100
	 Section 13.12
	  	Counterpart Originals	  	100
	 Section 13.13
	  	Table of Contents, Headings, etc.	  	101
	 Section 13.14
	  	Effect of Acquisition	  	101

  

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 EXHIBITS 
  

			
	 Exhibit A1
	  	FORM OF NOTE
	 Exhibit A2
	  	FORM OF REGULATIONS TEMPORARY GLOBAL NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 Exhibit E
	  	FORM OF NOTE GUARANTEE
	 Exhibit F
	  	FORM OF SUPPLEMENTAL INDENTURE

  

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 INDENTURE dated as of November 18, 2005 among EPL Finance Corp., a Delaware corporation to be merged
with and into El Pollo Loco, Inc., a Delaware corporation, EPL Intermediate, Inc., a Delaware corporation (“Intermediate”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). 
 Concurrently with the consummation of the Acquisition, EPL Finance Corp. will merge into El Pollo Loco, Inc. with El Pollo Loco, Inc. as the surviving
corporation of such merger and successor to EPL Finance Corp.’s obligations hereunder. As used herein, the term “Company” means, prior to the closing of the Acquisition, EPL Finance Corp., a Delaware corporation, and, following
the closing of the Acquisition and the merger of EPL Finance Corp. with and into El Pollo Loco, Inc., El Pollo Loco, Inc., which shall assume EPL Finance Corp.’s obligations under the Notes and this Indenture, and any and all successors
thereto. 
 The Company, the Parent Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined) of the 11 3/4% Senior Notes due 2013 (the “Notes”):

 ARTICLE 1. 
 DEFINITIONS
AND INCORPORATION 
 BY REFERENCE 
  

	Section 1.01	Definitions. 

 “2009 Notes” means
the 9 1/4% Senior Secured Notes due 2009 of the Company. 
 “2010 Notes” means the 12 1/2% Senior Discount Notes due 2010 of Intermediate. 
 “144A Global
Note” means a Global Note substantially in the form of Exhibit A1 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 Debt” 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 Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; provided, however, that Indebtedness of such acquired Person which is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions
by which such Person merges with or into or becomes a Subsidiary of such Person shall not be Acquired Debt; and 
 (2)
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 







 “Acquisition” means the acquisition by Chicken Subsidiary Corp., a wholly owned
subsidiary of Chicken Acquisition Corp., of all of the issued and outstanding shares of common stock of Holdings pursuant to the stock purchase agreement, dated as of September 27, 2005, among Chicken Acquisition Corp., Holdings, Intermediate,
El Pollo Loco, Inc. and American Securities Capital Partners, L.P., as representative of the equityholders of Holdings. Upon completion of the stock purchase and related transactions, El Pollo Loco, Inc., Holdings and Intermediate will be wholly
owned subsidiaries of Chicken Acquisition Corp. (which will be controlled by affiliates of Trimaran). 
 “Additional Notes”
means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.14 hereof, as part of the same series as the Initial Notes. 
 “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,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global
Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
 “Asset
Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that
the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 hereof and/or the provisions of Section 5.01
hereof and not by the provisions of Section 4.10 hereof; and 
 (2) the issuance or sale of Equity Interests in any of
the Company’s Restricted Subsidiaries. 
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

 (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than
$2.5 million; 
 (2) a transfer of assets between or among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of
the Company; 
  

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 (4) the sale, lease or discount of products, services or accounts receivable in the
ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business; 
 (5) the sale or other disposition of cash or Cash Equivalents; 
 (6) a Restricted Payment
that does not violate Section 4.07 hereof or a Permitted Investment; 
 (7) dispositions of Investments or receivables in
connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (8) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other
property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries; 
 (9) the sale or other disposition of restaurants in the ordinary course of business consistent with past practice; 
 (10) a sale to a Receivables Subsidiary, or the assignment or other transfer by a Receivables Subsidiary, in each case, of accounts receivable or other financial assets in a Qualified Receivables Transaction;

 (11) the sale or other disposition of Equity Interests of an Unrestricted Subsidiary; and 
 (12) the sale of Permitted Investments (other than sales of Equity Interests of any of the Company’s Restricted Subsidiaries) made by
the Company or any Restricted Subsidiary after the date of this Indenture, if such Permitted Investments were (a) received in exchange for, or purchased out of the net cash proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or (b) received in the form of, or were purchased from the proceeds of, a substantially concurrent contribution of common equity capital to the
Company. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time except following an initial public offering of equity of the
Company or any direct or indirect parent of the Company. The term “beneficial ownership” has a corresponding meaning. 
  

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 “Board of Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Business Day” means any day other than a Legal Holiday. 
 “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a penalty. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (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 interests
(whether general or limited) or membership interests; 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, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock, 
 including, in each case, Preferred Stock. 
 “Cash Equivalents” means: 
 (1) United States dollars; 
 (2) securities or any evidence of indebtedness issued or
directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities
or such evidence of indebtedness); 
  

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 (3) certificates of deposit and eurodollar time deposits with maturities of twelve months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case, with any lender party to a Credit Facility or with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; 
 (4) repurchase obligations
with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard &
Poor’s Rating Services and in each case maturing within twelve months after the date of acquisition; and 
 (6) money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal; 
 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; 
 (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any
“person” (as defined above), other than the Principal and its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of
shares; or 
 (4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first
day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 
 “Clearstream” means Clearstream Banking, S.A. 
 “Company” has the meaning set forth in the
preamble to this Indenture. 
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication: 
 (1) an amount equal to (a) any
extraordinary loss plus (b) any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, in 

  

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each case to the extent such losses were deducted in computing such Consolidated Net Income; plus  
 (2) any payments pursuant to clause (3) of Permitted Parent Payments and provision for taxes based on income or profits of such
Person and its Restricted Subsidiaries for such period, to the extent that such payment or provision for taxes was deducted in computing such Consolidated Net Income; plus  
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted
in computing such Consolidated Net Income; plus  
 (4) payments pursuant to or to fund payments under the Management
Agreement as in effect on the date of this Indenture; plus  
 (5) (a) customary fees and expenses of the Company
and its Restricted Subsidiaries payable in connection with (i) the issuance and maintenance of the Notes and the related borrowing under the Credit Agreement and the Transactions, (ii) any Equity Offering, (iii) the incurrence,
maintenance, termination or repayment of Indebtedness permitted by Section 4.09 hereof or (iv) any Permitted Investment and any acquisition permitted under this Indenture, (b) cash or non-cash charges relating to the repricing or
issuance of employee stock options (whether accruing at or subsequent to the time of such repricing or issuance) or the adoption of cash bonus arrangements, in any case in connection with the issuance of the Notes, and payments pursuant to any such
arrangement and (c) restructuring charges, in each case to the extent that such items were deducted in computing such Consolidated Net Income; plus  
 (6) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash expenses (including charges related to the writeoff of goodwill or intangibles as a result of impairment, in each case, as required by SFAS No. 142 or SFAS No. 144 but excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the
extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus  
 (7) fees, expenses and amounts paid in defense of, or to discharge judgments, pursuant to settlements or as fines or penalties arising from or related to, lawsuits, governmental proceedings or regulatory actions or
investigations relating to allegations that the Company, Holdings, Intermediate or any of their Subsidiaries improperly classified certain employees as “exempt” employees under federal or state labor laws or related or similar allegations;
minus  
 (8) non-cash items increasing such Consolidated Net Income, other than reductions of negative leasehold
liability, for such period, other than the accrual of revenue in the ordinary course of business; 

  

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in each case, on a consolidated basis and determined in accordance with GAAP. 
 “Consolidated Leverage Ratio” means, as of any date of determination (the “Reference Date”), the ratio of (x) the sum of the total principal amount of Indebtedness (or, in the case of
Indebtedness issued at less than its principal amount at maturity, the accreted value thereof) and the total amount of Disqualified Stock outstanding of the Company and its Restricted Subsidiaries on a consolidated basis and determined in accordance
with GAAP on the Reference Date, less the amount of cash and Cash Equivalents held by the Company and its Restricted Subsidiaries on the Reference Date (“Total Indebtedness”), to (y) the Consolidated Cash Flow of the Company for the
most recent four consecutive full fiscal quarters for which financial statements are available (the “Four-Quarter Period”) ending on or prior to the Reference Date. For purposes of this definition, Total Indebtedness and Consolidated Cash
Flow shall be calculated after giving effect on a pro forma basis to: 
 (1) all incurrences or repayments of any Indebtedness
by the Company or any of its Restricted Subsidiaries occurring at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Reference Date, as if such incurrence or repayment, as the case may be, occurred on the first day
of the Four-Quarter Period; and 
 (2) acquisitions, including through mergers or consolidations, and Asset Sales that have
been made by the Company or any of its Restricted Subsidiaries or any Person or any of its Restricted Subsidiaries acquired by the Company or any of its Restricted Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the Four-Quarter Period or subsequent thereto and on or prior to the Reference Date, as if such acquisition or Asset Sale, as the case may be, occurred on the first day of the Four-Quarter
Period. 
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
 (1) the Net Income (if positive) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar
distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 
 (2) the Net Income (but not
loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by 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; 
 (3) the cumulative effect of a change in accounting principles will be excluded; and

  

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 (4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary
will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. 
 “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of the Company who: 
 (1) was a member of such
Board of Directors on the date of an initial public offering of the Company or any direct or indirect parent of the Company; or 
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
 “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other
address as to which the Trustee may give notice to the Company. 
 “Credit Agreement” means that certain Credit Agreement,
entered into concurrently with the consummation of the transactions, by and among EPL Finance, Intermediate, Merrill Lynch Capital Corporation, as administrative agent, the other agents identified therein, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., as lead arrangers and book managers, and a syndicate of financial institutions and institutional lenders, providing for up to $25.0 million of revolving credit borrowings
and $104.5 million of term loan borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 
 “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time. 
 “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 hereof, substantially in the form of Exhibit A1 hereto 

  

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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. 
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of
the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because
the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the asset sale or change of control
provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of Sections 4.10 and 4.15 hereof, as reasonably determined by the Company. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends. 
 “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 an offer and sale of common stock of the Company or any direct or indirect parent of the Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the
Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company). 
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Exchange Notes” means
the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set
forth in the Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the
Registration Rights Agreement. 
  

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 “Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other
than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid. 
 “Fair
Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the chief financial officer, chief
accounting officer, controller or Board of Directors of the Company or the Restricted Subsidiary, as applicable, which determination will be conclusive (unless otherwise provided in this Indenture). 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the
applicable four-quarter reference period. 
 For purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted
Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred
on the first day of the four-quarter reference period; 
 (2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date; 
 (4) any Person that is a Restricted Subsidiary on the Calculation Date (or
would become a Restricted Subsidiary on such Calculation Date in connection with the 

  

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transaction requiring determination of such Consolidated Cash Flow) will be deemed to have been a Restricted Subsidiary at all times during such four-quarter
period; 
 (5) any Person that is not a Restricted Subsidiary on the Calculation Date (or would cease to be a Restricted
Subsidiary on such Calculation Date in connection with the transaction requiring determination of such Consolidated Cash Flow) will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
 (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12
months). 
 “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates, but excluding
amortization of debt issuance costs; plus  
 (2) the consolidated interest expense of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus  
 (3) any interest accruing on Indebtedness of another
Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus  
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such
Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a
fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in
accordance with GAAP. 
 “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the date of this Indenture. 
  

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 “Global Note Legend” means the legend set forth in Section 2.06(g)(2) 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 deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the
Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit. 
 “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, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

 “Guarantors” means the Parent Guarantor and any Subsidiary of the Company that executes a Note Guarantee in accordance
with the provisions of this Indenture and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 
 “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements; 
 (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

 (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or
commodity prices. 
 “Holdco Notes” means the 14 1/2% Senior Discount Notes due 2014 issued by EPL Intermediate Finance Corp. to be assumed by Intermediate following the consummation of the Acquisition. 
 “Holder” means a Person in whose name a Note is registered. 
 “Holdings” means EPL Holdings, Inc., a Delaware corporation, or any successor thereto including by way of merger, consolidation,
liquidation, dissolution or winding up. 
  

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 “IAI Global Note” means a Global Note substantially in the form of Exhibit A1
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 to Institutional Accredited Investors. 
 “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 
 (1) in respect of
borrowed money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); 
 (3) in respect of banker’s acceptances or letters of credit (other than obligations
with respect to letters of credit securing obligations (other than obligations described in (1) or (2) above or (4) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following receipt by such Person or a demand for reimbursement); 
 (4) representing Capital Lease Obligations; 
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations, 
 if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. The
term “Indebtedness” includes (a) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), but only to the extent of the lesser of
(a) the Fair Market Value of the assets subject to such Lien, or (b) the amount of the Indebtedness secured by such Lien and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any
other Person. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Notes” means the first $125.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

 “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities
LLC. 
  

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 “Intermediate” means EPL Intermediate, Inc., a Delaware corporation, or any successor
thereto including by way of merger, consolidation, liquidation, dissolution or winding up; it being expressly understood that nothing in this Indenture shall prohibit Intermediate from merging with, consolidating with or otherwise being succeeded by
a Person that assumes its obligations, if any, under this Indenture. 
 “Institutional Accredited Investor” means an
institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB. 
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business and advances to customers in the ordinary course of business that are recorded as
accounts receivable), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with
GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Restricted Subsidiary that were not sold
or disposed of in an amount determined as provided in Section 4.07(d) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(d) hereof. Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are authorized by law, regulation or executive order to remain closed (1) in the City of New York, (2) in
the city in which the Corporate Trust Office of the Trustee is located or (3) at a place of payment. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the
letter of transmittal to be prepared by the Company 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, pledge, charge, security interest 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. 
  

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 “Liquidated Damages” means all liquidated damages then owing pursuant to the
Registration Rights Agreement. 
 “Management Agreement” means the Monitoring and Management Services Agreement to be
entered into on or before the date of this Indenture by Chicken Acquisition Corp. and an affiliate of Trimaran in connection with the Transactions, as amended through the date of this Indenture. 
 “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of preferred stock dividends, excluding, however: 
 (1) any gain (but not loss), together
with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and 
 (2) any extraordinary gain (but not loss), together
with any related provision for taxes on such extraordinary gain (but not loss). 
 “Net Proceeds” means the aggregate cash
proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net
of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees and discounts, and sales commissions, and any other fees and expenses, including without limitation relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the
repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP. 
 “Non-Recourse Debt” means Indebtedness: 
 (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 
 (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
  

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 (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
 “Non-U.S. Person” means a Person
who is not a U.S. Person. 
 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under
this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned
to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. 
 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
 “Parent” means any of EPL Holdings Inc., a Delaware corporation, Chicken Subsidiary Corp., a Delaware corporation, Chicken Acquisition Corp., a Delaware corporation, and Trimaran Pollo Partners, L.L.C., a Delaware limited
liability corporation, or any successor thereto including by way of merger, consolidation, liquidation, dissolution or winding up. 
 “Parent Guarantor” means (i) Intermediate or (ii) at any time after the consummation of a transaction pursuant to which another Person becomes a direct parent of the Company and assumes Intermediate’s
obligation to guarantee borrowings under the Credit Agreement, such direct parent, in each case for so long as it guarantees borrowings under the Credit Agreement. 
 “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). 
 “Participating Broker-Dealer” has the meaning set forth in the Registration Rights
Agreement. 
  

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 “Permitted Business” means the ownership, operation or franchising of restaurants,
including a single restaurant, and any business that is reasonably related, ancillary or complementary thereto. 
 “Permitted
Debt” means: 
 (1) the incurrence by the Company and any Guarantor of Indebtedness and letters of credit under
Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder) not to exceed $130 million; 
 (2) the incurrence by the Company and its Restricted Subsidiaries of
the Existing Indebtedness; 
 (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes
and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; 
 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, (x) incurred for the purpose of financing, whether or not incurred at the time of such cost or acquisition, all or any part of the purchase price or cost of design, construction,
installation or improvement of property, plant or equipment or intellectual property rights used in the business of the Company or any of its Restricted Subsidiaries, or (y) with respect to assets that are acquired by the Company or any of its
Restricted Subsidiaries in connection with the acquisition of restaurants, including from any of the Company’s franchisees, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the amount of amortization payments since the date of this Indenture with respect to any such Indebtedness outstanding on the date of this Indenture
plus $15.0 million at any time outstanding; 
 (5) the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be
incurred under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in Section 4.09(a) hereof or clauses (2), (3), (4), (5), (14) or (15) of this definition; 
 (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that: 
 (A) if the Company or any Guarantor is the obligor on such
Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in
the case of a Guarantor; and 
  

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 (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the
Company; 
 will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (6); 
 (7) the issuance by any of the Company’s Restricted
Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 
 (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Subsidiary of the Company; and 
 (B) any sale or other transfer of any such preferred stock to a Person that is neither the Company nor a Restricted Subsidiary of the
Company; 
 will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not
permitted by this clause (7); 
 (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging (a) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or (b) currency values or commodity
prices with respect to transactions entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 
 (9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this definition;
provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

 (10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’
compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business; 
  

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 (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; 
 (12) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment or 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; 
 (13) the incurrence of Indebtedness by a Receivables
Subsidiary in a Qualified Receivables Transaction that is not recourse to the Company or any Restricted Subsidiary that is not a Receivables Subsidiary (except for Standard Securitization Undertakings); 
 (14) the incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $15.0 million; and

 (15) the assumption by the Company of Indebtedness under the Holdco Notes, if the Consolidated Leverage Ratio for the
Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is assumed, would have been equal to or less than 4.0 to 1, as determined on
a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been assumed at the beginning of such four-quarter period. 
 “Permitted Investments” means: 
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor; 
 (2) any Investment in Cash Equivalents; 
 (3) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary of the Company and
a Guarantor; or 
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor; 
 (4)
any Investment made prior to the date of this Indenture; 
  

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 (5) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; 
 (6) any acquisition of assets or
Capital Stock solely in exchange for, or out of the net cash proceeds received from, the issuance of Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for
any such Investment pursuant to this clause (6) will be excluded from clause (3)(b) of Section 4.07(a) hereof; 
 (7) any Investments received in compromise or resolution of (A) obligations of trade creditors, franchisees or customers that are accounts receivable of the Company or any of its Restricted Subsidiaries, including pursuant to any plan
of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor, franchisee or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; 
 (8) Investments represented by Hedging Obligations; 
 (9) endorsements of negotiable instruments and documents in the ordinary course of business; 
 (10) pledges or deposits permitted under clause (9) of the definition of Permitted Liens; 
 (11) repurchases of the Notes, the Holdco Notes, the 2009 Notes or the 2010 Notes; 
 (12) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 
 (13) loans or advances to employees
made in the ordinary course of business of the Company or such Restricted Subsidiary; 
 (14) receivables owing to the Company
or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;

 (15) Investments in a Receivables Subsidiary or in any Person by a Receivables Subsidiary in connection with a Qualified
Receivables Transaction; provided, however, that such Investment is in the form of a purchase money note, contribution of additional receivables or any equity interest; and 
 (16) other Investments in any Person other than an Affiliate of the Company having an aggregate Fair Market Value (measured on the date
each such Investment was made and without giving effect to subsequent changes in value), when taken together 

  

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with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed $10.0 million. 
 “Permitted Liens” means: 
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that was incurred pursuant to clause (1) of the definition of Permitted
Debt; 
 (2) Liens in favor of the Company or the Guarantors; 
 (3) Liens on property or shares of Capital Stock of a Person existing at the time such Person is merged with or into or consolidated with
the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated
with the Company or the Subsidiary; 
 (4) Liens on property (including Capital Stock) existing at the time of acquisition of
the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition, and not incurred in contemplation of, such acquisition; 
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business; 
 (6) Liens to secure Indebtedness permitted by clause (4) of
Section 4.09(a), in each case covering only the assets acquired with or financed by such Indebtedness; 
 (7) Liens
existing on the date of this Indenture; 
 (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made
therefor; 
 (9) pledges or deposits by a Person under worker’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment
of rent, in each case incurred in the ordinary course of business; 
 (10) Liens imposed by law, such as carriers’,
warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
 (11) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly 

  

 -21- 








 
initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have
expired; 
 (12) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens,
rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by the Company or any of its Restricted Subsidiaries in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the
Company or any Restricted Subsidiary to provide collateral to the depository institution; 
 (13) survey exceptions, easements
or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in
connection with Indebtedness and that 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; 
 (14) Liens securing Hedging Obligations so long as such Hedging Obligations relate to Indebtedness that is permitted to be incurred under
this Indenture; 
 (15) Liens created for the benefit of (or to secure) this Indenture, the Notes (or the Note Guarantees);

 (16) (a) Liens securing Indebtedness under Credit Facilities and (b) Liens to secure Indebtedness represented by
Capital Lease Obligations, mortgage financings or purchase money indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(a); 
 (17) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that: 
 (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to
which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 
 (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal
amount, or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or
discharge; 
 (18) Liens on accounts receivable, leases or other financial assets incurred in connection with a Qualified
Receivables Transaction; 
  

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 (19) Liens to secure Indebtedness permitted by clause (14) of Section 4.09(a);
and 
 (20) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to
obligations that do not exceed $2.0 million at any one time outstanding. 
 “Permitted Parent Payments” means, without
duplication as to amounts: 
 (1) payments to Parent or Intermediate or, in each case, any Subsidiary or successor thereof, to
permit Parent or Intermediate or such Subsidiary or successor to pay (i) franchise taxes or other costs of maintaining its corporate existence and (ii) accounting, legal and administrative and other operating expenses of Parent of
Intermediate when due; provided that, in the case of clause (ii), such payments shall not exceed $500,000 per annum; 
 (2) payments to Parent or Intermediate to permit Parent or Intermediate to pay the principal, interest and any premium payable upon the redemption or repurchase of the 2010 Notes; 
 (3) for so long as the Company or any Subsidiary thereof is a member of a group or subgroup filing a consolidated or combined tax return
with Parent or Intermediate or, in each case, any Subsidiary or successor thereof, payments, directly or indirectly, to Parent or Intermediate or any such Subsidiary or successor in respect of an allocable portion of the tax liabilities of such
group or subgroup that is attributable to the Company and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the net amount of the relevant tax that Parent or Intermediate or, in each case, any Subsidiary or
successor thereof, actually owes to the appropriate taxing authority attributable to (without duplication) (i) the operations of the Company and its Subsidiaries, (ii) the direct or indirect ownership of the Company and its Subsidiaries or
(iii) any payments received pursuant to this clause (3) of Permitted Parent Payments. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of Parent’s, Intermediate’s or
such Subsidiary’s or successor’s receipt of such Tax Payments or refunded to the Company; 
 (4) dividends or
distributions to Parent or Intermediate to permit Parent or Intermediate to (a) satisfy its payment obligations, if any, under the Management Agreement as in effect on the date of this Indenture, or as later amended, provided that any such
amendment is not more disadvantageous to the Company in any material respect than the Management Agreement as in effect on the date of this Indenture or (b) make payments pursuant to bonus arrangements adopted in connection with the issuance of
the Notes; and 
 (5) fees and expenses related to any equity offering of any direct or indirect parent of the Company.

 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to refund, 

  

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refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness),
including Indebtedness of the Company or any Restricted Subsidiary used to refinance Permitted Refinancing Indebtedness; provided that: 
 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
 (4)
such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 
 “Preferred Stock” means any Equity Interest with
preferential right of payment (i) of dividends, or (ii) upon liquidation, dissolution or winding up of the issuer of such Equity Interest. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture. 
 “Principal” means Trimaran, investment funds managed by Trimaran, partners of Trimaran, equity co-investors in
Trimaran Pollo Partners, L.L.C., affiliates of Trimaran, an entity controlled by any of the foregoing and/or by a trust of the type described hereafter, and/or a trust for the benefit of any of the foregoing. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  

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 “Qualified Receivables Transaction” means any Receivables Transaction of a Restricted
Subsidiary that meets the following conditions: 
 (1) the Board of Directors of the Company shall have determined in good
faith that such Qualified Receivables Transaction (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Restricted Subsidiary; 
 (2) all sales of accounts receivable and related assets to the Restricted Subsidiary are made at Fair Market Value (as determined in good
faith by the Company); and 
 (3) the financing terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
 The grant of a security
interest in any accounts receivable of the Company or any of its Restricted Subsidiaries to secure Indebtedness under the Credit Facility shall not be deemed a Qualified Receivables Transaction. 
 “Receivables Subsidiary” means a wholly owned Restricted Subsidiary of the Company (or another person formed for the purposes of
engaging in Qualified Receivables Transactions with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable and related assets)
which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any
business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary and: 
 (1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or
any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other
Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
 (2) with which neither the
Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the Company; and 
 (3) to which neither the Company not
any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
 Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of 

  

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the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions.

 “Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its
Restricted Subsidiaries pursuant to which any Person issues interests, the proceeds of which are used to finance a discrete pool (which may be fixed or revolving) of receivables, leases or other financial assets (including, without limitation,
financing contracts), or a discrete portfolio of real property or equipment (in each case whether now existing or arising in the future), and which may include a grant of a security interest in any such receivables, leases, other financial assets,
real property or equipment (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including, all collateral securing such receivables, leases, other financial assets,
real property or equipment, all contracts and all guarantees or other obligations in respect thereof, proceeds thereof and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in
connection with asset securitization transactions involving receivables, leases, other financial assets, real property or equipment. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Indenture, between the Company and 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 Company 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 Company 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 appropriate. 
 “Regulation S
Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 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 A2 hereto 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 of Regulation S. 
 “Related Party” means: 
 (1) any controlling equity holder or more than 50% owned Subsidiary of any
Principal; or 
 (2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries,
stockholders, partners, members, owners or Persons beneficially 

  

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holding a more than 50% controlling interest of which consist of the Principal and/or such other Persons referred to in the immediately preceding clause (1).

 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Department of
the Trustee (or any successor group of the Trustee) located at the address of the Trustee set forth in Section 13.02 who has direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred by a Responsible Officer because of his knowledge of and familiarity with the particular subject. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “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” of a Person means any Subsidiary of
the referent Person that is not an Unrestricted 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. 
 “SEC” means the Securities and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Shelf
Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 
 “Significant Subsidiary” means any 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 date of this Indenture. 
 “Standard Securitization Undertakings” means representations, warranties, covenants
and indemnities entered into by the Company or any of its Restricted Subsidiaries that are reasonably customary (as determined in good faith by the Company) in an accounts receivable transaction. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the
payment of interest or principal was scheduled to 

  

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be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
 “Subsidiary”
means, with respect to any specified Person: 
 (1) any corporation, association or other business 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 and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote
in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and 
 (2) any partnership (a) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
 “TIA” means the Trust Indenture Act of 1939 as in effect on the date on which this Indenture is qualified thereunder. 
 “Transactions” means the Acquisition and the financings thereof and the various other transactions and payments related thereto.

 “Trimaran” means Trimaran Capital Partners. 
 “Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private Placement Legend. 
 “Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 
 “Unrestricted
Subsidiary” means any Subsidiary of the Company is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, and any Subsidiary of such Unrestricted Subsidiary, but
only to the extent that such Subsidiary: 
 (1) has no Indebtedness other than Non-Recourse Debt; 
 (2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or 

  

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understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company; 
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries
has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or
any of its Restricted Subsidiaries. 
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act. 
 “Voting Stock” of any specified Person as 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 at any date, the number of years obtained by dividing: 
 (1) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 
 (2) the
then outstanding principal amount of such Indebtedness. 
 “Wholly Owned Restricted Subsidiary” of any specified Person
means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person. 
  

	Section 1.02 	Other Definitions. 

  

			
	 Term
	  	Defined in
Section
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Offering Circular”
	  	9.01
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Tax Payments”
	  	1.01

  

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	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
 The following TIA 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 Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them. 
  

	Section 1.04	Rules of Construction. 

 Unless the context
otherwise requires: 
 (1) a term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  

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 (3) “or” is not exclusive; 
 (4) words in the singular include the plural, and in the plural include the singular; 
 (5) “will” shall be interpreted to express a command; 
 (6) provisions apply to successive events and transactions; and 
 (7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time. 
 ARTICLE 2. 
 THE NOTES 
  

	Section 2.01	Form and Dating. 

 (a) General. The Notes and
the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided, that any such
notations, legends or endorsements are in a form acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Parent
Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global form will be
substantially in the form of Exhibits A1 or A2 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 will be
substantially in the form of Exhibit A1 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 will represent such of the
outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian 

  

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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 Company and authenticated by the Trustee as hereinafter provided. 
 Following the termination
of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of Regulation S Permanent Global Note, the Trustee will 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. 
 The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global
Note that are held by Participants through Euroclear or Clearstream. 
  

	Section 2.02	Execution and Authentication. 

 At least one Officer
must sign the Notes for the Company 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 will nevertheless be valid. 
 A Note will not be valid until authenticated by the
manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The
Trustee will, upon receipt of a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (together with any other documents that may be reasonably required by the Trustee), authenticate and
deliver: (i) on the date hereof, an aggregate principal amount of $125.0 million 11 3/4% Senior Notes due
2013, (ii) Additional Notes issued in compliance with Section 2.14 hereof for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (iii) Exchange Notes
for issue only in an Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes or Additional Notes. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on
which the original issue of the Notes is to be authenticated. 
 The Trustee may appoint an authenticating agent acceptable to the
Company 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 Company. 
  

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	Section 2.03	Registrar and Paying Agent. 

 The Company will
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
will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.
If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

  

	Section 2.04	Paying Agent to Hold Money in Trust. 

 The Company
will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated
Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The
Company 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 Company or a Subsidiary) will have no further liability for the money. If the Company or
a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will
serve as Paying Agent for the Notes. 
  

	Section 2.05	Holder Lists. 

 The Trustee will preserve in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the
Trustee at least seven 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 Company shall otherwise comply with TIA § 312(a). 
  

	Section 2.06	Transfer and Exchange. 

 (a) Transfer and
Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the 

  

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Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 
 (1) the Depositary
notifies the Company that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary; or 
 (2) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company
for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. 
 Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 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. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. None of the Company, the Trustee, Paying Agent, nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Beneficial interests in the Restricted Global Notes will be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in the
Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; 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 a distributor (as defined in Rule 902(d) promulgated under the Securities Act)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial 

  

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interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1). 
 (2) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
 (A) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given in accordance
with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 
 (B) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above; 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 under the Securities Act. 
 Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2)
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. 
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who 

  

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takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(2) above and the Registrar 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; 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or 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; and 
 (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
 (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, provides the certifications required by the applicable Letter of Transmittal and the Exchange Offer Registration Statement; 
 (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: 
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who


  

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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 Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If
any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 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. 
 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. 
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  

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 (E) if such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 
 (F) if such
beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 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 Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such 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)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(1)(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) under 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. 
 (3) Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
 (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, provides the
certifications required by the applicable Letter of Transmittal and the Exchange Offer Registration Statement; 
 (B) such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
  

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 (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:

 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 (4) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar
from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

  

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 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable; 
 (F) if such Restricted Definitive Note is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee will
cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in
the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
 (2) Restricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (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, provides the certifications required by the applicable
Letter of Transmittal and the Exchange Offer Registration Statement; 
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  

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 (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:

 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in
this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (3) Unrestricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note
to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, 

  

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documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
 (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof; and 
 (C) if the transfer will be made pursuant
to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable. 
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (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, provides the certifications required by the applicable Letter of Transmittal and the Exchange Offer Registration Statement; 
 (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 
 (D) the Registrar receives the following: 
 (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (ii)
if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the 

  

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form of an Unrestricted Definitive 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 or the Company so requests, an Opinion of
Counsel reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (3) 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 Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof (together with such other documents that the Trustee may
reasonably require), the Trustee will authenticate: 
 (1) 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 accepted for exchange in the Exchange Offer in accordance with the Registration Rights Agreement by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes
accepted for exchange in the Exchange Offer in accordance with the Registration Rights Agreement. 
 Concurrently with the issuance of such
Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and, if applicable, the Company will execute and the Trustee will authenticate and deliver to the Persons designated by
the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
  

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 (g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1)
Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.” 
 (B) Notwithstanding the foregoing,
any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the
Private Placement Legend. 
 (2) Global Note Legend. Each Global Note will bear a legend in substantially the following
form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 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 

  

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DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a legend in substantially the
following form: 
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR CERTIFICATES NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (i) General
Provisions Relating to Transfers and Exchanges. 
 (1) To permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
  

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 (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder
of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or 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 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3)
The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Company will be required: 
 (A) to issue, to register the transfer of or to exchange any Notes (i) 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 or (ii) during a period beginning of the opening of business 15 days before any interest payment date and ending at the close of business on such interest payment date;

 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) 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. 
 The Trustee shall have no obligation or duty under this Indenture to monitor, determine or inquire as to compliance with any restriction on transfers imposed under this Indenture under applicable securities law with
respect to any transfer of any interest in any Note other than to require 

  

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delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 The Trustee
shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 (including all Notes received for transfer pursuant to this Section 2.06). The Company shall have the right to require the
Trustee to deliver to the Company, at the Company’s expense, copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. 
 In connection with any transfer of any Note, the Trustee and the Company shall be entitled to receive, shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from
any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Note and any other facts and circumstances related to such transfer. 

 

	Section 2.07	Replacement Notes. 

 If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
 Every
replacement Note is an additional obligation of the Company and will 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 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a
Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. 
 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 protected 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.

  

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 If the Paying Agent (other than the Company, 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 will be deemed to be no longer outstanding and will 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 Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned will be so disregarded. 
  

	Section 2.10	Temporary Notes. 

 Until certificates representing
Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

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

	Section 2.11	Cancellation. 

 The Company at any time may deliver
Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
  

	Section 2.12	Defaulted Interest. 

 If the Company defaults in a
payment of interest on the Notes, it will 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 Company will notify the Trustee in writing in the form of an Officers’ Certificate of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Company will fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15
days before the special record date, the Company (or, upon the written request of the Company, 

  

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the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid. 
  

	Section 2.13	CUSIP Numbers. 

 The Company in issuing the Notes
may use CUSIP, ISIN or other such numbers (if then generally in use), and, if so, the Trustee shall use CUSIP, ISIN or other such 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 a 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 Company shall promptly notify the Trustee of any change in the CUSIP, ISIN or other numbers. 
  

	Section 2.14	Issuance of Additional Notes. 

 The Company shall be
entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders, to issue Additional Notes under this Indenture with identical terms as the Initial Notes other than with respect to (i) the
date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable
securities laws). The Initial Notes, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. 
 With respect to any Additional Notes, the Company shall set forth in an Officers’ Certificate pursuant to a resolution of the Board of Directors of
the Company, copies of which shall be delivered to the Trustee, the following information: 
 (1) the aggregate principal
amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
 (2) the issue price, the
issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of
Section 1273 of the Internal Revenue Code of 1986, as amended; and 
 (3) whether such Additional Notes shall be issued
in the form of Restricted Global Notes or Exchange Notes. 
  

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 ARTICLE 3. 
 REDEMPTION AND PREPAYMENT 
  

	Section 3.01	Notices to Trustee. 

 If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days, but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 

(1) the clause of this Indenture pursuant to which the redemption shall occur; 
 (2) the redemption date; 
 (3) the principal amount of Notes to be redeemed; and 
 (4) the redemption price. 

 

	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 will select Notes for redemption or purchase as follows: 
 (1) 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 
 (2) if the Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by such 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 will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase. 
 The Trustee will promptly notify the Company 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 will be in amounts of $1,000 or whole multiples of $1,000; 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 a multiple of $1,000, 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 the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, 

  

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a notice of redemption to each Holder whose Notes are to be redeemed at its 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 a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture. 
 The notice will identify the Notes to be redeemed and will state: 
 (1) the redemption date; 
 (2) the redemption price; 
 (3) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(4) the name and address of the Paying Agent; 
 (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, and the CUSIP numbers for
such Notes; 
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
 (8) that no representation is made as
to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’
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. A notice of redemption may not be conditional. 
  

	Section 3.05	Deposit of Redemption or Purchase Price. 

 One
Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Liquidated Damages, if any, on all Notes
to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company 

  

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any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and
accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or purchased. 
 If the Company complies with the provisions of
the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but
on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  

	Section 3.06	Notes Redeemed or Purchased in Part. 

 Upon
surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed or unpurchased portion of the Note surrendered. 
  

	Section 3.07	Optional Redemption. 

 (a) At any time prior to
November 15, 2008, the Company may on any one or more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under this Indenture and (ii) all or a portion of any Additional Notes issued after the
date of this Indenture, in each case at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other
than Disqualified Stock) of the Company or a contribution to the Company’s or Restricted Subsidiary’s (if any) common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent
of the Company; provided that: 
 (1) at least 65% of the aggregate principal amount of Notes originally issued under
this Indenture (excluding Notes held by the Company and its Subsidiaries (if any)) remains outstanding immediately after the occurrence of such redemption; and 
 (2) the redemption occurs within 120 days of the date of the closing of such sale of Equity Interests. 
 Except pursuant to this Section 3.07(a), the Notes will not be redeemable at the Company’s option prior to November 15, 2009. 

(b) On or after November 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at
the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed 

  

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during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record
date to receive interest on an interest payment date that is prior to the applicable redemption date: 
  

				
	 Year
	  	Percentage	 
	 2009
	  	105.875	%
	 2010
	  	102.938	%
	 2011 and thereafter
	  	100.000	%

 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue
on the Notes or portions thereof called for redemption on the applicable redemption date. 
 (c) Any redemption pursuant to this
Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. 
  

	Section 3.08	Mandatory Redemption. 

 The Company is not required
to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

	Section 3.09	Offer to Purchase by Application of Excess Proceeds. 

 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 
 The Asset Sale Offer shall be made to all Holders. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the
“Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes
tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 
 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (1) 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 will remain open; 
  

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 (2) the Offer Amount, the purchase price and the Purchase Date; 
 (3) that any Note not tendered or accepted for payment will continue to accrue interest; 
 (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
 (6) that Holders electing to have Notes
purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a
Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
 (7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a 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; 
 (8) that, if the aggregate principal amount of Notes exceeds the Offer Amount, the Company will select the Notes to be purchased on a
pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and

 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase Date, the Company will, to
the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company, will promptly issue a new Note, and the Trustee, upon written request from the Company will authenticate and mail or deliver (or cause to
be transferred 

  

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by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4. 
 COVENANTS 
  

	Section 4.01	Payment of Notes. 

 The Company will pay or cause to
be paid the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Liquidated Damages, if any will be considered
paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company will pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 
  

	Section 4.02	Maintenance of Office or Agency. 

 The Company will
maintain in the Borough of Manhattan, 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 Company in respect of the Notes and this Indenture may be served. The Company will 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 Company fails to maintain any such required office or agency or fails 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, or at the trust office of its affiliate at The Bank of New York, 101 Barclay Street, 8W, New York, New York 10286, Attention: Corporate Trust Administrator. 
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company will give 

  

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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 Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.03 hereof, and designates the trust office of the affiliate of the Trustee at the Bank of New York, 101 Barclay Street, 8W, New York, New York 10286, Attention: Corporate Trust Administrator or another such office or agency.

  

	Section 4.03	Reports. 

 (a) Whether or not required by the
SEC’s rules and regulations, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required
to file such reports; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the
Company were required to file such reports; 
 provided that the Company’s obligation to furnish such reports will not commence until the earlier
of (1) 150 days after the date of this Indenture and (2) the date on which the Company files with the SEC the Exchange Offer Registration Statement contemplated by the Registration Rights Agreement. The availability of the foregoing
materials on the SEC’s EDGAR service shall be deemed to satisfy the Company’s delivery obligation. 
 All such reports will be
prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s
certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and
(2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). 
 (b) If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified in Section 4.03(a) unless the SEC
will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any
reason, the Company will post the reports referred to in Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
 (c) For so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by Sections 4.03(a) and
4.03(b), it will furnish to the Holders 

  

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of Notes 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. 
 (d) In the event that (1) the rules and regulations of the SEC permit the Company and any direct or indirect
parent company of the Company to report at such parent entity’s level on a consolidated basis and (2) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly
or indirectly of the Capital Stock of the Company, the information and reports required by this Section 4.03 may be those of such parent company on a consolidated basis. 
 (e) Delivery of any such reports, information and documents that may be made to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates). 
  

	Section 4.04	Compliance Certificate. 

 (a) The Company and each
Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and each
Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each Guarantor have kept, observed, performed and fulfilled their obligations under this
Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and each Guarantor have kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Company and its Subsidiaries are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company and its Subsidiaries are taking or propose to take with respect thereto. 
 (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 hereof shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 
 (c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, as promptly as practicable upon any Officer becoming aware of
any Default or Event of Default, 

  

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an Officers’ Certificate, specifying such Default or Event of Default, its status and what action the Company is taking or proposes to take with respect
thereto. 
  

	Section 4.05	Taxes. 

 The Company will pay, and will cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes. 
  

	Section 4.06	Stay, Extension and Usury Laws. 

 The Company and
each of the Guarantors covenants (to the extent that it may lawfully do so) that it will 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 Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been
enacted. 
  

	Section 4.07	Restricted Payments. 

 (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any
other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of
its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company; 
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries), except (X) a payment of interest or principal at the Stated Maturity thereof; or (Y) a payment, purchase, redemption, defeasance or other acquisition or retirement for value of any such Indebtedness in anticipation of
satisfying a sinking fund obligation, 

  

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principal installment or final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or
retirement; or 
 (4) make any Restricted Investment 
 (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect
to such Restricted Payment: 
 (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment; 
 (2) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been 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); and 
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (8), (9), (10), (11), (12) and (13) of Section 4.07(b)), is
less than the sum, without duplication, of: 
 (a) 50% of (i) the Consolidated Net Income of the Company for the period
(taken as one accounting period) from the Company’s last completed fiscal quarter preceding the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit) and (ii) any dividends received by the Company or a Wholly Owned Restricted Subsidiary of the Company that is a
Guarantor after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in Consolidated Net Income of the Company for such period, plus 
 (b) 100% of (x) the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its
common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the
Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), and (y) the Fair Market Value of assets received by the
Company in the form of a capital contribution, plus 
 (c) to the extent that any Unrestricted Subsidiary designated as such
after the date of this Indenture is redesignated as a Restricted Subsidiary after the 

  

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date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation, plus 
 (d) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated,
repaid, repurchased or redeemed for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), and (ii) the initial amount of such Restricted Investment.

 (b) The preceding provisions will not prohibit: 
 (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the
dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 
 (2) so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for
Equity Interests of the Company (other than Disqualified Stock) or out of the net cash proceeds received by the Company from the sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock) or
from the contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds will be excluded from and not duplicated with clause (3)(b) of Section 4.07(a); 
 (3) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption, defeasance or other
acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted
Refinancing Indebtedness; 
 (4) the payment of any dividend (or, in the case of any partnership or limited liability company,
any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 
 (5) the repurchase, redemption or other acquisition or retirement for value of, or dividends or distributions to Parent or Intermediate to allow Parent or Intermediate to repurchase, redeem or acquire, any Equity
Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option
agreement, shareholders’ agreement or similar agreement 
 (a) upon the death or disability of such officer, director or
employee; or 
 (b) upon the resignation or other termination of employment of such officer, director or employee; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests pursuant to this clause (b) may not exceed $2.0 million in any twelve-month period plus the aggregate 

  

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net cash proceeds received by the Company after the date of this Indenture from the issuance of such Equity Interests to, or the exercise of options to
purchase such Equity Interests by, any current or former director, officer or employee of the Company or any Restricted Subsidiary (provided that the amount of such net cash proceeds received by the Company and utilized pursuant to this clause
(b) for any such repurchase, redemption, acquisition or retirement will be excluded from clause (3)(b) of Section 4.07(a); and provided, further, that amounts available pursuant to this clause (5) to be utilized for
Restricted Payments during any twelve-month period may be carried forward and utilized in the next succeeding twelve-month period). 
 (6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; 
 (7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or
accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in
Section 4.09(a) hereof; 
 (8) so long as no Default has occurred and is continuing or would be caused thereby, payments
pursuant to (or to fund payments under) the Management Agreement as in effect on the date of this Indenture; 
 (9) any
repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the issuance of the Notes, and payments pursuant to such arrangements; 
 (10) Permitted Parent Payments; 
 (11) cash dividends or other distributions on the Company’s or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and
expenses incurred in connection with the transactions with any Person described in clauses (1) and (4) of Section 4.11(b); 
 (12) payments made in connection with the consummation of the Transactions; or 
 (13) other
Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of this Indenture. 
 (c) The amount of all Restricted
Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 must be based upon an opinion or appraisal issued by an accounting, 

  

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appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million. 
 (d) For purposes of determining compliance with this Section 4.07, if a Restricted Payment meets the criteria of more than one of the exceptions
described in clauses (1) through (10) of Section 4.07(b) or is entitled to be made according to Section 4.07(a), the Company may, in its sole discretion, classify the Restricted Payment in any manner that complies with this
Section 4.07. 
  

	Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries. 

 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to: 
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any
of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: 
 (1) agreements as in effect on the date of this Indenture (including the Credit Agreement) and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially
more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture (as determined in good faith by the Company); 
 (2) this Indenture, the Notes and the Note Guarantees; 
 (3) applicable law, rule, regulation or order; 
 (4) any agreement of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
  

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 (5) customary non-assignment provisions in contracts, leases and licenses entered into in
the ordinary course of business; 
 (6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 
 (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending the sale or other disposition; 
 (8) Permitted Refinancing Indebtedness; provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by
the Company); 
 (9) Liens, including real estate mortgages, permitted to be incurred under the provisions of
Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 
 (10) provisions
limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that
are the subject of such agreements; 
 (11) any encumbrance or restriction existing under or by reason of contractual
requirements in connection with a Qualified Receivables Transaction; and 
 (12) restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course of business. 
  

	Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock. 

 (a) The Company will not, and will 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, with respect
to (collectively, “incur”) any Indebtedness (including Acquired Debt) other than Permitted Debt, and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue
preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full 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 such preferred stock is issued, as the case may be, would have been at least 2.0 to 1 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 the preferred stock had been issued, as the case may be, at the beginning of 

  

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such four-quarter period. This Section 4.09(a) will not prohibit the incurrence of any Permitted Debt. 
 (b) The Company will not incur, and will not permit any of its Restricted Subsidiaries to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the Note Guarantee of such
Restricted Subsidiary on substantially identical terms. 
 (c) For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) of the definition of Permitted Debt, or is entitled to be incurred pursuant to
Section 4.09(a), the Company will be permitted, in its sole discretion, to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with
this Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception
provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same
terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the
Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values. 
 (d) The amount of any Indebtedness outstanding as of any date
will be: 
 (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 
 (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 
 (a) the Fair Market Value of such assets at the date of determination; and 
 (b) the amount of the Indebtedness of the other Person. 
  

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	Section 4.10	Asset Sales. 

 (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and 
 (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or
Cash Equivalents. For purposes of this clause (2), each of the following will be deemed to be cash: 
 (A) any liabilities, as
shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are
assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; 
 (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 120 days after such Asset Sale, to the extent of the cash received in that conversion; and 
 (C) any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b) and any Permitted Investments.

 (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the
case may be) may apply such Net Proceeds at its option: 
 (1) to repay Indebtedness and other Obligations under a Credit
Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
 (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a
Restricted Subsidiary of the Company; 
 (3) to make a capital expenditure; or 
 (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business or
other assets (including current assets) of any of the Company’s franchisees; 
 Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or temporarily invest the Net Proceeds in cash or Cash Equivalents. 
  

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 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in
Section 4.10(b) will constitute “Excess Proceeds.” The Company will, once the aggregate amount of Excess Proceeds exceeds $5.0 million, make an Asset Sale Offer in accordance with Section 3.09 hereof to all Holders of
Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero. Notwithstanding the foregoing provisions of this Section 4.10(c), the Company will not be required to make an Asset Sale Offer in accordance with this Section 4.10(c) until the aggregate amount of Excess
Proceeds exceeds $5.0 million. 
 (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of Sections 3.09 or 4.10 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this
Section 4.10 by virtue of such compliance. 
  

	Section 4.11	Transactions with Affiliates. 

 (a) The Company will
not, and will 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 Company (each, an “Affiliate Transaction”), unless: 
 (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 
 (2) the Company delivers to the Trustee: 
 (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $2.5 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this
Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
  

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 (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm
of national standing. 
 (b) The following items and any agreements or employee benefit plans in effect on the date of this Indenture or any
amendment thereto or replacement agreement or plan thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Company in any material respect than the original agreement or plan as in effect on the date of this
Indenture, as reasonably determined by the Board of Directors or senior management of the Company, and payments pursuant thereto, will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a): 
 (1) any employment or consulting agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or approved in good faith by the Board of Directors of the Company and payments pursuant
thereto and the issuance of Equity Interests of the Company (other than Disqualified Stock) to directors and employees pursuant to stock option or stock ownership plans; 
 (2) transactions between or among the Company and/or its Restricted Subsidiaries; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because
the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment
of reasonable directors’ fees, compensation benefits or indemnity to directors; 
 (5) any issuance of Equity Interests
(other than Disqualified Stock) of the Company to Affiliates of the Company; 
 (6) Permitted Investments or Restricted
Payments that do not violate Section 4.07 hereof and Section 4.12 hereof; 
 (7) loans or advances to employees made
in the ordinary course of business; 
 (8) any transaction with suppliers or franchisees in the ordinary course of business
that are on substantially similar terms to those contained in similar transactions by the Company or any of its Restricted Subsidiaries with unaffiliated suppliers and franchisees consistent with past practice; 
 (9) Permitted Parent Payments; 
 (10) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement, 

  

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partnership agreement or limited liability company members agreement (including any registration rights agreement or purchase agreement related thereto) to
which it is a party as of the date of this Indenture and any similar agreements which it may enter into thereafter, in each case subject to compliance with the other provisions of this Indenture; provided, however, that the existence,
or the performance by the Company 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 date of this Indenture shall only be permitted by
this clause (10) to the extent that the terms (taken as a whole) of any such amendment or new agreement are not otherwise materially disadvantageous to the holders of the Notes, as determined in good faith by the Board of Directors or senior
management of the Company or such Restricted Subsidiary; and 
 (11) the Transactions and the payment of all fees and expenses
related to the Transactions, including any fees to the Principal. 
  

	Section 4.12	Liens. 

 The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries or any proceeds, income or
profits therefrom securing any Indebtedness, except Permitted Liens or unless (i) in the case of any Lien securing Indebtedness that ranks pari passu with the Notes, contemporaneously therewith effective provision is made to secure the
Notes equally and ratably with such Indebtedness with a Lien on the same assets securing such Indebtedness for so long as such Indebtedness is secured by such Lien and (ii) in the case of any Lien securing Indebtedness that is subordinated in
right of payment to the Notes, contemporaneously therewith effective provision is made to secure the Notes with a Lien on the same assets securing such Indebtedness that is prior to the Lien securing such Indebtedness. 
  

	Section 4.13	Business Activities. 

 The Company will not, and
will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
  

	Section 4.14	Corporate Existence. 

 Subject to Article 5 hereof,
the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
 (1) its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

 (2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence 

  

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of the Company or any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
  

	Section 4.15	Offer to Repurchase upon Change of Control. 

 (a) If
a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes (a “Change of Control Offer”)
at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the
relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and stating: 
 (1) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest; 
 (4) that, unless the Company 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 after 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 the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to
the Paying Agent 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 will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a written statement that such
Holder is withdrawing his election to have the Notes purchased; and 
 (7) that Holders whose Notes are being purchased only
in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
  

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 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of Section 3.09 hereof or this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
Section 3.09 hereof or this Section 4.15 by virtue of such compliance. 
 (b) On the Change of Control Payment Date, the Company
will, to the extent lawful: 
 (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change
of Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions of Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
 The Paying Agent will promptly mail (but in any case not later than five Business Days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (c) Notwithstanding anything to the contrary in
this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) 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 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07
hereof, unless and until there is a default in payment of the applicable redemption price. 
  

	Section 4.16	Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries. 

 The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity
Interests in any Wholly Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Subsidiary of the Company), unless: 
 (1) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Restricted Subsidiary;
and 
  

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 (2) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are
applied in accordance with Section 4.10 hereof. 
 The Company will not permit any Wholly Owned Restricted Subsidiary of the Company to
issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company. 
  

	Section 4.17	Payments for Consent. 

 The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes 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 be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement. 
  

	Section 4.18	Additional Note Guarantees. 

 If the Company or any
of its Restricted Subsidiaries acquires or creates a Subsidiary that guarantees borrowings under the Credit Agreement after the date of this Indenture, then that newly acquired or created Subsidiary will (1) become a Guarantor and execute a
supplemental indenture, and (2) deliver an opinion of counsel relating to the foregoing within 10 business days of the date on which it was acquired or created. The form of such Note Guarantee is attached as Exhibit E hereto. 

 

	Section 4.19	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation
and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if
such Indebtedness is not permitted to be incurred as of such date by Section 4.09 hereof, the Company will be in default of such 

  

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covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if
(1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in
existence following such designation. 
  

	Section 4.20	Additional Interest Notice. 

 In the event that the
Company is required to pay additional interest to a Holder of a Note pursuant to the Registration Rights Agreement, the Company will provide written notice to the Trustee of its obligation to pay additional interest no later than five days after
each and every date on which an event occurs in respect of which additional interest is required to be paid. The Trustee shall not at any time be under any duty or responsibility to any Holder of a Note to determine the additional interest, or with
respect to the nature, extent, or calculation of the amount of additional interest owed, or with respect to the method employed in such calculation of the additional interest. 
 ARTICLE 5. 
 SUCCESSORS 
  

	Section 5.01	Merger, Consolidation, or Sale of Assets. 

 (a)
Except for the merger of EPL Finance Corp. with and into El Pollo Loco, Inc., the Company will not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or sell, assign,
transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: 
 (1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the
District of Columbia; 
 (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or
the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental
indenture and any other applicable agreement reasonably satisfactory to the Trustee; 
 (3) immediately after such
transaction, no Default or Event of Default exists; 
  

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 (4) the Company or the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, either (a) 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) have a pro forma Fixed Charge Coverage Ratio that is at least equal to the actual Fixed Charge Coverage Ratio of the Company as of such date; and 
 (5) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this Indenture and an Officer’s Certificate stating that
all conditions precedent in this Indenture relating to such transaction have been satisfied. 
 (b) Section 5.01(a) will not apply to:

 (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another
jurisdiction; or 
 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition
of assets between or among the Company and its Wholly Owned Restricted Subsidiaries. 
  

	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 Company in a transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company 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 “Company” shall refer instead to the successor corporation and not to the
Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

  

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 ARTICLE 6. 
 DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

 Each of the following is an
“Event of Default”: 
 (1) the Company defaults for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes; 
 (2) the Company defaults in the payment when due (at maturity, upon
redemption or otherwise) of the principal of or premium, if any, on the Notes; 
 (3) the Company or any of its Restricted
Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof; 
 (4) the Company or any of its
Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in this Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding voting as a single class; 
 (5) a default occurs under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or guarantee exists as of, or is created after, the date of this Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; 
 (6) failure by the Company or any of its Restricted Subsidiaries to pay final and non-appealable judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 
 (7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to
or within the meaning of Bankruptcy Law: 
 (A) commences a voluntary case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 
  

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 (C) consents to the appointment of a custodian of it or for all or substantially all of
its property, 
 (D) makes a general assignment for the benefit of its creditors, or 
 (E) generally is not paying its debts as they become due; 
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
 (B)
appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

 (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree
remains undischarged, unstayed or unremedied and in effect for 60 consecutive days; or 
 (9) except as permitted by this
Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm
its obligations under its Note Guarantee. 
  

	Section 6.02	Acceleration. 

 In the case of an Event of Default
specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. 
 In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of
any Indebtedness described in clause 

  

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(5) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in
clause (5) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not
conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been
cured or waived. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on
behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences hereof except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any,
on, or the principal of, the Notes. 
  

	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 and Liquidated Damages, 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. 
  

	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 an existing Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, 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 in 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
aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  

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	Section 6.06	Limitation on Suits. 

 Except to enforce the right
to receive payment of principal, premium, if any, or interest or Liquidated Damages, if any, when due, a Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
 (1) the Holder of a Note gives to the Trustee written notice that an Event of Default is continuing; 
 (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a request to the Trustee to pursue the
remedy; 
 (3) such Holder or Holders have offered to provide to the Trustee reasonable indemnity or security against any
loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt of the request
and the offer of security or indemnity; and 
 (5) during such 60-day period the Holders of a majority in aggregate principal
amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
 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. 
  

	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 and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase), 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; provided that a
Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender,
impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien. 
  

	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated
Damages, 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 and the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. 
  

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	Section 6.09	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 and its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company, its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, including under Section 7.07. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee and its agents and counsel 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 6.10	Priorities. 

 Any money or other property collected
by the Trustee pursuant to this Article 6, or otherwise distributable in respect of the Company’s obligations under this Indenture shall be paid in the following order: 
 First: to the Trustee and its agents and attorneys for amounts due the Trustee under 7.07, including payment of all compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, 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 and Liquidated Damages, if any and interest, respectively; and 
 Third: to the
Company or the applicable Guarantor, as the case may be, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. 
 The Trustee may, upon written notice to the Company, fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. 
  

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	Section 6.11	Undertaking for Costs. 

 In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as 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 discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder 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 will 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: 
 (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee will examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01; 
 (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  

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 (3) the Trustee will 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) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture
at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. 
 (g) The Trustee agrees to accept and act upon facsimile transmission of written instructions or
directions pursuant to this Indenture, it being understood that originals of such shall be provided to the Trustee in a timely manner. 
  

	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. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate and shall not be responsible for the misconduct or negligence
of any attorney, accountant, expert or other such professional appointed with due care. 
 (d) The Trustee will 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 Company will be sufficient if signed by an Officer of the Company, and any resolution of the Board of Directors shall be
sufficient if evidenced by a copy of such resolution certified by an Officers’ Certificate to have been duly adopted and in full force and effect on the date thereof. 
  

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 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction. 
 (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may reasonably see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the expense of the Company, and shall incur no liability of any kind by reason of such inquiry or investigation. 
 (h) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received
written notice thereof in accordance with Section 13.02 hereof, and such notice references the Notes and this Indenture. 
 (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) The Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
 (k) The
permissive right of the Trustee to take any action under this Indenture shall not be construed as a duty to so act. 
 (l) In no event shall
the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its 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 and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
  

	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 Company or any Affiliate of the Company 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 (if this Indenture has been qualified under the TIA) 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. 
  

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	Section 7.04	Trustee’s Disclaimer. 

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

	Section 7.05	Notice of Defaults. 

 If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests
of the Holders of the Notes. 
  

	Section 7.06	Reports by Trustee to Holders of the Notes. 

 (a)
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 will mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA
§ 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 
 (b) A copy of each report
at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will
promptly notify the Trustee when the Notes are listed on any stock exchange and of any delisting thereof. 
  

	Section 7.07	Compensation and Indemnity. 

 (a) The Company and
the Guarantors will pay to the Trustee such compensation for its acceptance of this Indenture and services hereunder as is agreed from time to time by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on
compensation of a trustee of an express trust. The Company will 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, except any
such disbursement, advance or expense as may be attributable to the Trustee’s negligence or bad faith. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 (b) The Company and the Guarantors will indemnify and hold harmless each of the Trustee and its officers, directors, employees and agents against any and
all losses, liabilities or expenses incurred by it arising out of, relating to or in connection with the acceptance or administration 

  

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of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including
this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or
thereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
 (c) The obligations of the Company and the Guarantors under this Section 7.07 are joint and several and will survive the satisfaction and discharge
of this Indenture. 
 (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee
will 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 will survive the satisfaction and discharge of this Indenture.

 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) 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. 
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 
  

	Section 7.08	Replacement of Trustee. 

 (a) A resignation or
removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may, upon 30 days’ written notice to the Company, resign and be discharged from the trust hereby created. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof; 
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 
 (4) the Trustee becomes incapable of acting. 
  

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 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason,
the Company will 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 Company. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee.

 (e) 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. 
 (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will 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
Company’s obligations under Section 7.07 hereof will 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 will be the successor Trustee. 
  

	Section 7.10	Eligibility; Disqualification. 

 There will 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 $100.0 million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA
§ 310(b). 
  

	Section 7.11	Preferential Collection of Claims Against Company. 

 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  

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 ARTICLE 8. 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

 The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, 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
Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note
Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
hereunder: 
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest
or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
 (2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and 
 (4) this Article 8. 
 Subject
to compliance with this Article 8, the Company 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 Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 

  

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4.17, 4.18, 4.19 and 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. Upon the Company’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) through 6.01(6) hereof will not constitute Events of Default.

  

	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 In
order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
 (1) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the 

  

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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 or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by
which the Company or any Guarantor is bound; 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
 (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 
 (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Nothing in this Article 8 shall be deemed
to discharge those provisions of this Indenture, including the provisions of Section 7.07 hereof, that by their terms survive the satisfaction and discharge of this Indenture. 
  

	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 non-callable 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 will be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company 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 Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable 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. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable 

  

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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(1) 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 Company. 

 Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Liquidated
Damages, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

	Section 8.07	Reinstatement. 

 If the Trustee or Paying Agent is
unable to apply any United States dollars or non-callable 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 Company’s, Parent’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will 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, however, that, if the
Company makes any payment of principal of, premium or Liquidated Damages, if any, or interest on any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees: 
 (1) to cure any ambiguity, defect or inconsistency; 
  

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

 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note
Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; 
 (4) to make any change that does not adversely affect the rights of any Holder, subject to the provisions hereof; 
 (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 

(6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the
Notes” section of the Company’s Offering Circular dated November 10, 2005, relating to the initial offering of the Notes (the “Offering Circular”), to the extent that such provision in that “Description of the
Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; 
 (7) to provide for the issuance of Additional Notes, in accordance with the limitations set forth in this Indenture as of the date hereof; or 
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. 
  

	Section 9.02	With Consent of Holders of Notes. 

 Except as
provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes (including, without limitation, 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 or Liquidated Damages, 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 Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes 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 shall determine which
Notes are considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Company 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 reasonably 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 will join with the Company and the Guarantors in the execution of such 

  

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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 will not be obligated to, enter into such amended or supplemental Indenture. 
 It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves
the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by
the Company, Parent and the Guarantors with any provision of this Indenture, the Notes, or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement 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 Notes whose Holders must consent
to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes other than provisions relating to Sections 3.09, 4.10 and 4.15 hereof; 
 (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 
 (4)
waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, 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 then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 
 (5) make
any Note payable in money other than that stated in the Notes; 
 (6) make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 
 (7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); 

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms
of this Indenture; or 
  

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 (9) make any change in the preceding amendment and waiver provisions. 
  

	Section 9.03	Compliance with Trust Indenture Act. 

 Every
amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA 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 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. 
  

	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 Company 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 will not affect the validity and
effect of such amendment, supplement or waiver. 
  

	Section 9.06	Trustee to Sign Amendments, etc. 

 The Trustee will
sign any amended or supplemental indenture 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 Company may not sign an amended or
supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 

 

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 ARTICLE 10. 
 [RESERVED] 
 ARTICLE 11. 
 NOTE GUARANTEES 
  

	Section 11.01	Guarantee. 

 (a) 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 Company hereunder or thereunder, that: 
 (1) the principal of, premium and
Liquidated Damages, if any, and interest 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 Company to the Holders and to the Trustee under this Indenture will be promptly paid in full or performed, all in accordance with the terms of the Notes and this Indenture; and 
 (2) 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 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 will 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. 
 (b) The Guarantors hereby agree that (to the fullest extent permitted by law) their obligations
hereunder are 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 Company, 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 (to
the fullest extent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or 

  

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such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will 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, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and
(2) 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) will forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors will 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 Note Guarantee. 
  

	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 Note 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 Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree that the obligations of such Guarantor will be limited to the maximum amount that 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 Note Guarantee not constituting a fraudulent transfer or conveyance. 
  

	Section 11.03	Execution and Delivery of Note Guarantee. 

 To
evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
  

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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or
discharge thereof. 
 In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the date
of this Indenture, if required by Section 4.18 hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable. 
  

	Section 11.04	Guarantors May Consolidate, etc., on Certain Terms. 

 Except as otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless: 
 (1) immediately after giving effect to such
transaction, no Default or Event of Default exists; and 
 (2) either: 
 (a) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Note Guarantee and
the Registration Rights Agreement on the terms set forth herein or therein; or 
 (b) the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee
endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect
as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this
Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles 4 and
5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation 

  

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or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety
or substantially as an entirety to the Company or another Guarantor. The Company may permit any Guarantor to consolidate or merge, or convey, transfer or lease all or substantially all of the assets of such Guarantor, if such transaction would
result in the release of the Note Guarantee of such Guarantor pursuant to Section 11.05 hereof. 
 The Company may permit any Guarantor
to merge with or into, or convey, transfer or lease all or substantially all its assets to, an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction. 
  

	Section 11.05	Releases. 

 (a) In the event of any sale or other
disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided
that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee. 
 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c)
In the event of any consolidation or merger if the Guarantor or surviving Person shall cease to be a Subsidiary of the Company; provided that such consolidation or merger is in accordance with the applicable provisions of this Indenture,
including without limitation Section 5.01 hereof. 
 (d) Upon the release of such Guarantor from its liability in respect of all
Indebtedness of the Company and all other Guarantors. 
 (e) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof
or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11. 
  

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 ARTICLE 12. 
 SATISFACTION AND DISCHARGE 
  

	Section 12.01	Satisfaction and Discharge. 

 This Indenture will be
discharged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive), when: 
 (1) either: 
 (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to
the Trustee for cancellation; or 
 (b) all Notes that have not been delivered to the Trustee for cancellation (i) have
become due and payable, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and, in each case, the
Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S.
dollars and non-callable Government Securities, in amounts as will be sufficient, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and
accrued interest to the date of maturity or redemption; 
 (2) no Default or Event of Default has occurred and is continuing
on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (3) the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 
 (4) the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied. 
 Nothing in this Section 12.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  

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	Section 12.02	Application of Trust Money. 

 Subject to the
provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 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 Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or
Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 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 Company’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 12.01 hereof; provided
that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 13. 
 MISCELLANEOUS 
  

	Section 13.01	Trust Indenture Act Controls. 

 If any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
  

	Section 13.02	Notices. 

 Any notice or communication by the
Company, 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), telecopier or overnight air courier guaranteeing next day
delivery, to the others’ address: 
 If to the Company and/or any Guarantor: 
 EPL Finance Corp. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 Attention: General Counsel 
 Fax: (949) 251-1703 
  

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 Skadden, Arps, Slate, Meagher & Flom LLP 
 Four Times Square 
 New York, NY 10036 
 Attention: Richard Aftanas 
 Fax: (917) 777-4112 
 and 
 Trimaran Capital Partners LLC 
 622 3rd Ave., 35th Floor 
 New York, NY 10017 
 Attention: Steven Flyer 
 Fax: (212) 885-4735 
 If to the Trustee: 
 The Bank
of New York Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles, California 90017 
 Fax: (213) 630-6298 
 Attention: Corporate Trust Administration 
 The Company, 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) will be deemed to have been duly given: at the time
delivered by hand, if personally delivered; at the time received, if mailed; when receipt acknowledged, if telecopied; and at the time received, if sent by overnight air courier guaranteeing next day delivery. Notwithstanding the foregoing, notices
to Trustee shall be deemed effective only upon actual receipt by the Trustee. 
 Any notice or communication to a Holder will 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 will also be so mailed to any
Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will 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. 
 If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

  

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	Section 13.03	Communication by Holders of Notes with Other Holders of Notes. 

 Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c). 
  

	Section 13.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 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 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be required in connection with the order of the Company to authenticate and deliver the Notes in the aggregate principal amount of
$125,000,000 on the date of this Indenture pursuant to Section 2.02 hereof. 
  

	Section 13.05	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 TIA § 314(a)(4)) must comply with the provisions of TIA
§ 314(e) and must include: 
 (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied; 
 provided that an issuer of an Opinion of Counsel can rely as to matters of fact on an Officers’ Certificate or a certificate of a public official.

  

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	Section 13.06	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. 
  

	Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders. 

 No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the
Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
  

	Section 13.08	Governing Law. 

 THIS INDENTURE, THE NOTES AND THE
NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	Section 13.09	No Adverse Interpretation of Other Agreements. 

 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

  

	Section 13.10	Successors. 

 All agreements of the Company in this
Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in
Section 11.05 hereof. 
  

	Section 13.11	Severability. 

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

	Section 13.12	Counterpart Originals. 

 The parties may sign any
number of copies or counterparts of this Indenture. Each signed copy or counterpart will be an original, but all of them together represent the same agreement. 
  

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	Section 13.13	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 will in no way modify or restrict any of the terms or
provisions hereof. 
  

	Section 13.14	Effect of Acquisition. 

 Effective immediately following
the consummation of the Acquisition and the issuance of the Notes hereunder, and without any further action by or on behalf of any of the parties hereto or any other Person, El Pollo Loco, Inc. (it being understood that El Pollo Loco, Inc. succeeds
to all rights and obligations by operation of law) hereby irrevocably and unconditionally (a) assumes and agrees punctually to pay, perform and discharge when due each of the obligations and each and every covenant and agreement incurred, made
or to be paid, performed or discharged by EPL Finance Corp. under this Indenture, (b) agrees to be bound by all the terms, provisions and conditions of this Indenture applicable to EPL Finance Corp. (as such term is used herein), and
(c) agrees that it will be responsible for and deemed to have made all the representations and warranties of EPL Finance Corp., whenever made or deemed to have been made, in the case of each of the foregoing clauses, with the same force and
effect as if El Pollo Loco, Inc. were the original obligor hereunder. Upon the effectiveness of the assumptions provided for above, El Pollo Loco, Inc. will be the obligor for all purposes of this Indenture, the Notes and any instrument,
certificate, or other document delivered in connection with this Indenture and the Notes and it may exercise every right and power of EPL Finance Corp. under this Indenture and any instrument, certificate, or other document delivered in connection
with this Indenture with the same force and effect as if it were the original obligor hereunder. 
 [Signatures on following page] 

 

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 SIGNATURES 
 Dated as of November 18, 2005 
  

			
	EL POLLO LOCO, INC.
		
	By:	 	/s/ Pamela R. Milner
		 	 Name: Pamela Milner

		 	 Title:   Secretary and General Counsel



  

			
	EPL FINANCE CORP.
		
	By:	 	/s/ Steven A. Flyer
		 	 Name: Steven A. Flyer
 Title:   President



  

			
	EPL INTERMEDIATE, INC., as Parent Guarantor
		
	By:	 	 /s/ Pamela R. Milner

		 	 Name: Pamela Milner
 Title:   Secretary



  

			
	 THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

		
	By:	 	/s/ Melonee Young
		 	 Name: Melonee Young
 Title:   Vice President



  

 S-1 








 [Face of Note] 
 CUSIP/CINS              
 11 3/4% Senior Notes due 2013 
  

			
	No.             	  	$                    

 EPL FINANCE CORP. 
 (to be merged with and into EL POLLO LOCO, INC.) 
 promises to pay to
                             or registered assigns, 
 the principal sum of
                             on November 15, 2013. 
 Interest Payment Dates: May 15 and November 15 
 Record Dates:
May 1 and November 1 
 Dated:
                            , 20     
  

			
	EPL FINANCE CORP.
		
	By:	 	  
		 	 Name:
 Title:

	
	EL POLLO LOCO, INC.
		
	By:	 	  
		 	 Name:
 Title:



  

 A-1-1 









			
	 This is one of the Notes referred to in the
 within-mentioned Indenture:

	
	 THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

		
	 By:
	 	  
		 	Authorized Signatory

  

 A-1-2 








 [Back of Note] 
 11 3/4% Senior Notes due 2013 
 [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] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 (1) Interest. EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco,
Inc., a Delaware corporation (“EPL”) (as used herein the “Company” refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s
obligations under the Notes and the Indenture), promises to pay interest on the principal amount of this Note at 11 3/4% per annum from November 18, 2005 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 2.5 of the Registration Rights Agreement referred to below. The Company will pay interest and
Liquidated Damages, if any, semi-annually in arrears on May 15 and November 15 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 on which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date
shall be May 15, 2006. The Company 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 a rate that is 1% per annum in
excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 (2) Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to
the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 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. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for
such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, 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 made 

  

 A-1-3 








 
with respect to principal of and interest, premium and Liquidated Damages, if any, on all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent. Such payment will 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 Trust Company, N.A., the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
 (4) Indenture. The Company issued the Notes under an Indenture dated as of November 18, 2005 (the
“Indenture”) among the Company, Intermediate and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb).
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) At any time prior to November 15, 2008, the Company may on any one or more occasions redeem (i) up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture and (ii) all or a portion of any Additional Notes issued after the date of the Indenture, in each case at a redemption price of 111.75% of the principal amount, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a contribution to the Company’s or Restricted Subsidiary’s
(if any) common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that: 
 (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries (if any)) remains outstanding immediately after the occurrence of such redemption; and 
 (2) the redemption
occurs within 120 days of the date of the closing of such sale of Equity Interests. 
 (b) On or after November 15, 2009,
the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of Notes on the relevant 

  

 A-1-4 








 
record date to receive interest on an interest payment date that is prior to the applicable redemption date: 
  

				
	 Year
	  	Percentage	 
	 2009
	  	105.875	%
	 2010
	  	102.938	%
	 2011 and thereafter
	  	100.000	%

 (6) Mandatory Redemption. The Company will not be required to make
mandatory redemption payments with respect to the Notes. 
 (7) Repurchase at the Option of Holders. 
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of
Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, once the aggregate amount of Excess Proceeds
exceeds $5 million, the Company will commence an offer to all Holders of Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) 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 Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
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. 
 (8) Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed at its 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 a defeasance of the Notes or a satisfaction
or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of 

  

 A-1-5 








 
$1,000, 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. 
 (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. 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 Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company 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 Company need not exchange or register the transfer of any Notes (i) for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date, or (ii) during a period beginning at the opening of business 15 days before any Interest Payment Date and ending at the close of business on such Interest Payment Date.

 (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

 (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Note Guarantees or the
Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or
compliance with any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the
Company’s or such Guarantor’s assets, as applicable, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights under the Indenture of any such Holder,
to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the “Description of the
Notes” section of the Company’s Offering Circular dated November 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim
recitation of a provision of the Indenture, the Notes or the Note Guarantees, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture
to the Indenture and/or a Note Guarantee with respect to the Notes. 
  

 A-1-6 








 (12) Defaults and Remedies. Each of the following is an Event of Default:
(i) the Company defaults for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on the Notes; (iii) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Restricted
Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee exists as of, or is created after, the date of the Indenture, if that default results in
the acceleration of such Indebtedness prior to its express maturity, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. 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 without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. In the event of a declaration of acceleration of
the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 of the Indenture, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in clause (5) of Section 6.01 of the Indenture have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on
the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to certain limitations, Holders of a majority in 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 or 

  

 A-1-7 








 
Event of Default (except a Default or Event of Default relating to the payment of principal 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 Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes; provided, however, 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 in such acceleration. The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 (13) Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 (14) No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or
such Guarantor under the Notes, the Note 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 a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. 
 (15) Authentication. This Note will not be
valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
 (16) Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17) 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 will have all the rights set forth in the Registration Rights
Agreement dated as of November 18, 2005, between the Company and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights
set forth in one or more registration rights agreements, if any, between the Company and the other parties thereto, relating to rights given by the Company to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
  

 A-1-8 








 (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP 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. 
 (19) GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 The Company 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: 
 EPL Finance Corp. 
 c/o El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 Attention: General
Counsel 
  

 A-1-9 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to:
	  	  
		  	(Insert assignee’s 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 Company. 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-1-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

  ̈  Section 4.10
                     ̈  Section
4.15 
 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 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-1-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 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 Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of
 decrease in
 Principal
Amount
 of this Global Note
	 	 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
 Custodian

		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	

  

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

  

 A-1-12 








 EXHIBIT A-2 
 [Face of Regulation S Temporary Global Note] 
 CUSIP/CINS
                     
 11 3/4% Senior Notes due 2013 
  

			
	 No.             
	 	$                    

 EPL FINANCE CORP. 
 (to be merged with and into EL POLLO LOCO, INC.) 
 promises to pay to
                     or registered assigns, 
 the principal sum of                      on November 15, 2013. 
 Interest Payment Dates: May 15 and November 15 
 Record Dates: May 1 and November 1 
 Dated:                     

  

			
	 EPL FINANCE CORP.

		
	 By:
	 	  
		 	 Name:

		 	 Title:

	
	 EL POLLO LOCO, INC.

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

			
	 This is one of the Notes referred to in the
 within-mentioned Indenture:

	
	 THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

		
	 By:
	 	  
		 	Authorized Signatory

  

 A-2-1 








 [Back of Regulation S Temporary Global Note] 
 11 3/4% Senior Notes due 2013 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [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] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 (1) Interest. EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco,
Inc., a Delaware corporation (“EPL”) (as used herein the “Company” refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s
obligations under the Notes and the Indenture), promises to pay interest on the principal amount of this Note at 11 3/4% per annum from November 18, 2005 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 2.5 of the Registration Rights Agreement referred to below. The Company will pay interest and
Liquidated Damages, if any, semi-annually in arrears on May 15 and November 15 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 on which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date
shall be May 15, 2006. The Company 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 a rate that is 1% per annum in
excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Note, the Holder hereof
shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture. 
  

 A-2-2 








 (2) Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 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. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at
the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, 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 made with respect to principal of and interest, premium and Liquidated Damages, if any, on all Global Notes
and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will 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 Trust Company,
N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
 (4) Indenture. The Company issued the Notes under an Indenture dated as of November 18, 2005 (the
“Indenture”) among the Company, Intermediate and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb).
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) At any time prior to November 15, 2008, the Company may on any one or more occasions redeem (i) up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture and (ii) all or a portion of any Additional Notes issued after the date of the Indenture, in each case at a redemption price of 111.75% of the principal amount, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a contribution to the Company’s or Restricted Subsidiary’s
(if any) common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that: 
 (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries (if any)) remains outstanding immediately after the occurrence of such redemption; and 
  

 A-2-3 








 (2) the redemption occurs within 120 days of the date of the closing of such sale of
Equity Interests. 
 (b) On or after November 15, 2009, the Company may redeem all or a part of the Notes upon not less
than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on an interest payment date that is prior to the
applicable redemption date: 
  

				
	 Year
	  	Percentage	 
	 2009
	  	105.875	%
	 2010
	  	102.938	%
	 2011 and thereafter
	  	100.000	%

 (6) Mandatory Redemption. The Company will not be required to make
mandatory redemption payments with respect to the Notes. 
 (7) Repurchase at the Option of Holders. 
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of
Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, once the aggregate amount of Excess Proceeds
exceeds $5 million, the Company will commence an offer to all Holders of Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) 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 Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior to any 

  

 A-2-4 








 
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. 
 (8) Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to be redeemed at its 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 a defeasance of
the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, 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. 
 (9) Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. 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 Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company 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 Company need not exchange or register the transfer of any Notes (i) for
a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date or (ii) during a period beginning at the opening of business 15 days before any Interest
Payment Date and ending at the close of business on such Interest Payment Date. 
 This Regulation S Temporary Global
Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an
Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note. 

(10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
 (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the
consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes,


  

 A-2-5 








 
to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger
or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the rights under the Indenture or under the Intercreditor Agreement of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the
Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering Circular dated November 15, 2005, relating to the initial offering of the Notes, to the extent that
such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Note Guarantees, to provide for the Issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. 
 (12) Defaults and Remedies. Each of the following is an Event of Default: (i) the Company defaults for 30 days in the payment
when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;
(iii) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails to observe or perform any other
covenant or other agreement in the Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) a default
occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee exists as of, or is created after, the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its
express maturity, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0
million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, when taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from 

  

 A-2-6 








 
certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause
(5) of Section 6.01 of the Indenture, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (5) of Section 6.01 of the Indenture have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to certain limitations, Holders of
a majority in 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 or Event of Default (except a Default or
Event of Default relating to the payment of principal 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 Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any,
on, or the principal of, the Notes; provided, however, 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 in such acceleration. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default. 
 (13) Trustee Dealings with Company. The Trustee, in
its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 (14) No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company or any of the
Guarantors, as such, will not have any liability for any obligations of the Company or such Guarantor under the Notes, the Note 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 a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
 (15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. 
 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants 

  

 A-2-7 








 
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act). 
 (17) 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 this Regulation S Temporary Global Note will have all the rights set forth in the Registration Rights Agreement dated as of November 18, 2005, between the
Company and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, between the Company and the other parties
thereto, relating to rights given by the Company to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 
 (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP 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. 
 (19) GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Company 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: 
 EPL Finance Corp. 
 c/o El Pollo Loco, Inc.

 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 Attention: General Counsel 
  

 A-2-8 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	  
		  	(Insert assignee’s 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 Company. 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-2-9 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

  ̈    Section
4.10                 ̈    Section 4.15

 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 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-2-10 








 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE* 
 The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges in part of another
Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of
 decrease in
 Principal Amount
 of this Global Note
	 	 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
 Custodian

		 		 		  		  	
		 		 		  		  	
		 		 		  		  	
		 		 		  		  	

  

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

  

 A-2-11 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 EPL Finance Corp. 
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 The Bank of New York Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles, California 90017 

 

	 	Re:	11 3/4% Senior Notes due
2013 

 Reference is hereby made to the Indenture,
dated as of November 18, 2005 (the “Indenture”), among EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco, Inc., a Delaware corporation (“EPL”) (as
used herein the “Company” refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s obligations under the Notes and the Indenture), EPL
Intermediate, Inc. and The Bank of New York Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                                  (the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the
“Transfer”), to                                  (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  

 B-1 








 2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and
(x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States,
(ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (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
Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 3.  ̈ Check and complete if Transferee will
take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
 or 
 (c)  ̈
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 
 (d)  ̈ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A,
Rule 144, Rule 903 or Rule 904, and the Transferor hereby 

  

 B-2 








 
further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 
 4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note. 
 (a)  ̈
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the 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
Company. 
  

			
	  
	[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)]
					
		  	(1)	 	(a)	 	 ̈	 	a beneficial interest in the:
					
		  		 		 	(i)	 	  ̈        144A Global Note (CUSIP _______), or

					
		  		 		 	(ii)	 	  ̈        Regulation S Global Note (CUSIP _______), or

					
		  		 		 	(iii)	 	  ̈        IAI Global Note (CUSIP _______); 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
_______), or
				
		  		 	(ii)	 	 ̈        Regulation S Global
Note (CUSIP _______), or
				
		  		 	(iii)	 	 ̈        IAI Global Note (CUSIP
_______); or
				
		  		 	(iv)	 	 ̈        Unrestricted Global Note
(CUSIP _______); or
				
		  	(b)	 	 ̈	 	a Restricted Definitive Note.
				
		  	(c)	 	 ̈	 	an Unrestricted Definitive Note,
		
		  	in accordance with the terms of the Indenture.

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 EPL Finance Corp. 
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 The Bank of New York Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles, California 90017 

 

	 	Re:	11 3/4% Senior Notes due
2013 

         (CUSIP             ) 
 Reference is hereby made to the Indenture, dated as of November 18, 2005 (the “Indenture”), EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco, Inc., a
Delaware corporation (“EPL”) (as used herein the “Company”, refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s
obligations under the Notes and the Indenture), EPL Intermediate, Inc. and The Bank of New York Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
              (the “Owner”) owns and proposes to exchange the Note[s]
or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that: 
 1.  ̈ Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note. 
 (a)  ̈ 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 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,  ̈ IAI 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 Company. 
  

			
	  
	[Insert Name of Transferor]
		
	By:	 	  
		 	 Name:

		 	 Title:



 Dated:
                     
  

 C-3 








 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 
 EPL Finance Corp. 
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 The Bank of New York Trust Company, N.A. 
 700 South Flower Street, Suite 500

 Los Angeles, California 90017 
  

	 	Re:	11 3/4% Senior Notes due
2013 

 Reference is hereby made to the Indenture,
dated as of November 18, 2005 (the “Indenture”), among EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco, Inc., a Delaware corporation (“EPL”) (as
used herein the “Company” refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s obligations under the Notes and the Indenture), EPL
Intermediate, Inc., as Parent Guarantor, and The Bank of New York Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of $             aggregate principal amount
of: 
 (a)  ̈ a
beneficial interest in a Global Note, or 
 (b)  ̈ a Definitive Note, 
 we confirm that: 
 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as
amended (the “Securities Act”). 
 2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its 

  

 D-1 








 
behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global
Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will
bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring
the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	  
	[Insert Name of Accredited Investor]
		
	By:	 	  
		 	 Name:

		 	 Title:



 Dated:
                     
  

 D-2 








 EXHIBIT E 
 [FORM OF NOTE GUARANTEE] 
 For value received, each Guarantor (which term includes any successor Person
under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of November 18, 2005 (the “Indenture”) among EPL
Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco, Inc., a Delaware corporation (“EPL”) (as used herein the “Company” refers to, prior to the closing of the
Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s obligations under the Notes and the Indenture), EPL Intermediate, Inc. and The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”), (a) the due and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations under the Indenture of the Company to the Holders and the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and the Trustee pursuant to the Note 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 Note Guarantee. 
 Capitalized terms used but not defined herein have the
meanings given to them in the Indenture. 
  

			
	 [NAME OF GUARANTOR(S)]

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 E-1 








 EXHIBIT F 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 20__, among                      (the “Guaranteeing
Subsidiary”), a subsidiary of EPL Finance Corp., a Delaware corporation (“Finance”) to be merged with and into El Pollo Loco, Inc., a Delaware corporation (“EPL”) (as used herein the
“Company” refers to, prior to the closing of the Acquisition, Finance and following the closing of such Acquisition, EPL, which will assume Finance’s obligations under the Notes and the Indenture), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of November 18, 2005, providing for the issuance of 11 3/4% Senior Notes due 2013 (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 Company’s obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the “Note 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 Guaranteeing Subsidiary and the Trustee 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 to provide an unconditional
Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof. 
 3. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of
the Company or any Guaranteeing Subsidiary under the Notes, any Note 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 of the Notes by
accepting a Note waives and releases all such liability. 

  

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The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against public policy. 
 4. NEW YORK LAW TO
GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
 5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 7. 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 and the Company. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
 Dated:
                    , 20__ 
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  
		 	 Name:

		 	 Title:

	
	 EPL FINANCE CORP.

		
	By:	 	  
		 	 Name:

		 	 Title:

	
	 EL POLLO LOCO, INC.

		
	By:	 	  
		 	 Name:

		 	 Title:

	
	 [EXISTING GUARANTOR(S)]

		
	By:	 	  
		 	 Name:

		 	 Title:

	
	 THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

		
	By:	 	  
		 	 Authorized Signatory



  

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